10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended January 31, 2012.

or

o 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:  001-31337

CANTEL MEDICAL CORP.

(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.)

150 Clove Road, Little Falls, New Jersey	07424	(973) 890-7220
(Address of principal executive offices)	(Zip code)	(Registrant’s telephone number, including area code)

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 such filing requirements for the past 90 days.  Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x

Number of shares of common stock outstanding as of February 29, 2012: 26,997,748.

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

CANTEL MEDICAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar Amounts in Thousands, Except Share Data)

(Unaudited)

	January 31,			July 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	21,689		$	18,410
Accounts receivable, net of allowance for doubtful accounts of $811 at January 31 and $1,096 at July 31	45,899			46,121
Inventories:
Raw materials	21,662			18,649
Work-in-process	5,566			4,727
Finished goods	19,590			16,688
Total inventories	46,818			40,064
Deferred income taxes	3,717			3,645
Prepaid expenses and other current assets	4,451			3,084
Total current assets	122,574			111,324
Property and equipment, net	43,716			34,459
Intangible assets, net	75,842			39,191
Goodwill	183,502			134,770
Other assets	3,068			1,699
	$	428,702		$	321,443
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	10,000		$	—
Accounts payable	11,883			13,218
Compensation payable	9,745			11,758
Accrued expenses	9,867			8,415
Deferred revenue	6,907			6,718
Acquisitions payable	3,072			2,325
Income taxes payable	99			977
Total current liabilities	51,573			43,411
Long-term debt	98,000			24,000
Deferred income taxes	18,201			18,450
Acquisitions payable	2,995			—
Other long-term liabilities	1,265			1,267
Stockholders’ equity:
Preferred Stock, par value $1.00 per share; authorized 1,000,000 shares; none issued	—			—
Common Stock, par value $.10 per share; authorized 30,000,000 shares; January 31 - 29,866,346 shares issued and 26,959,330 shares outstanding; July 31 - 28,737,043 shares issued and 25,910,146 shares outstanding	2,987			2,874
Additional paid-in capital	122,257			109,777
Retained earnings	150,981			138,725
Accumulated other comprehensive income	8,322			9,283
Treasury Stock, at cost; January 31 - 2,907,016 shares; July 31 - 2,826,897 shares	(27,879		)	(26,344		)
Total stockholders’ equity	256,668			234,315
	$	428,702		$	321,443

See accompanying notes.

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CANTEL MEDICAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollar Amounts in Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Net sales	$	97,297		$	81,021		$	190,559		$	153,014
Cost of sales	56,476			49,629			111,788			93,430
Gross profit	40,821			31,392			78,771			59,584
Expenses:
Selling	13,270			10,792			26,193			20,423
General and administrative	12,092			10,306			24,194			19,424
Research and development	2,298			1,435			4,443			3,064
Total operating expenses	27,660			22,533			54,830			42,911
Income before interest, other expense and income taxes	13,161			8,859			23,941			16,673
Interest expense	1,000			262			2,031			503
Interest income	(24		)	(19		)	(54		)	(38		)
Other expense	605			—			605			—
Income before income taxes	11,580			8,616			21,359			16,208
Income taxes	4,286			2,896			7,845			5,513
Net income	$	7,294		$	5,720		$	13,514		$	10,695
Earnings per common share:
Basic	$	0.27		$	0.22		$	0.50		$	0.42
Diluted	$	0.27		$	0.22		$	0.50		$	0.42
Dividends per common share	$	—		$	—		$	0.05		$	0.04

See accompanying notes.

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CANTEL MEDICAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar Amounts in Thousands)

(Unaudited)

	Six Months Ended
	January 31,
	2012			2011
Cash flows from operating activities
Net income	$	13,514		$	10,695
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,394			3,294
Amortization	4,567			2,725
Stock-based compensation expense	2,313			1,682
Amortization of debt issuance costs	190			159
Loss (gain) on disposal of fixed assets	36			(9		)
Impairment of convertible notes receivable	605			—
Deferred income taxes	(871		)	(881		)
Excess tax benefits from stock-based compensation	(662		)	(232		)
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable	4,385			(8,604		)
Inventories	(2,290		)	(162		)
Prepaid expenses and other current assets	(1,426		)	(960		)
Accounts payable and other current liabilities	(4,550		)	3,143
Income taxes payable	633			524
Net cash provided by operating activities	19,838			11,374
Cash flows from investing activities
Capital expenditures	(2,549		)	(3,287		)
Proceeds from disposal of fixed assets	—			45
Acquisition of Gambro Water	(1,033		)	(21,116		)
Acquisition of the Byrne Medical Business	(95,261		)	—
Other, net	(14		)	(180		)
Net cash used in investing activities	(98,857		)	(24,538		)
Cash flows from financing activities
Borrowings under term credit facility, net of debt issuance costs	49,647			—
Borrowings under revolving credit facility, net of debt issuance costs	46,941			20,500
Repayments under term loan facility	(5,000		)	(5,000		)
Repayments under revolving credit facility	(9,000		)	(9,000		)
Proceeds from exercises of stock options	1,176			1,344
Dividends paid	(1,258		)	(1,029		)
Excess tax benefits from stock-based compensation	662			232
Purchases of treasury stock	(723		)	(481		)
Net cash provided by financing activities	82,445			6,566
Effect of exchange rate changes on cash and cash equivalents	(147		)	61
Increase (decrease) in cash and cash equivalents	3,279			(6,537		)
Cash and cash equivalents at beginning of period	18,410			22,612
Cash and cash equivalents at end of period	$	21,689		$	16,075

See accompanying notes.

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CANTEL MEDICAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.Basis of Presentation

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States 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 the Annual Report of Cantel Medical Corp. (“Cantel”) on Form 10-K for the fiscal year ended July 31, 2011 (the “2011 Form 10-K”) and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.

The unaudited interim financial statements reflect all adjustments (of a normal and recurring nature) 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, 2011 was derived from the audited Consolidated Balance Sheet of Cantel at that date.

Cantel had five principal operating companies at each of January 31, 2012 and July 31, 2011; Minntech Corporation (“Minntech”), Crosstex International, Inc. (“Crosstex”), Mar Cor Purification, Inc. (“Mar Cor”), Biolab Equipment Ltd. (“Biolab”) and Saf-T-Pak, Inc. (“Saf-T-Pak”), all of which are wholly-owned operating subsidiaries. In addition, Minntech had three foreign subsidiaries at each of January 31, 2012 and July 31, 2011; Minntech B.V., Minntech Asia/Pacific Ltd. and Minntech Japan K.K., which serve as Minntech’s bases in Europe, Asia/Pacific and Japan, respectively.

We currently operate our business through seven operating segments: Endoscopy (through Minntech), Water Purification and Filtration (through Mar Cor, Biolab and Minntech), Healthcare Disposables (through Crosstex), Dialysis (through Minntech), Therapeutic Filtration (through Minntech), Specialty Packaging (through Saf-T-Pak) and Chemistries (through Minntech). The Therapeutic Filtration, Specialty Packaging and Chemistries operating segments are combined in the All Other reporting segment for financial reporting purposes.

On August 1, 2011 our Minntech subsidiary acquired the business and substantially all of the assets of Byrne Medical, Inc. (“BMI”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. The results of operations for the acquired business (the “Byrne Medical Business”) are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011. As a result of this acquisition, we expanded our endoscopy product offerings outside of endoscope reprocessing and therefore we have renamed our Endoscope Reprocessing segment to the Endoscopy segment. This change in segment description has no impact upon any reported financial information of this segment.

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On February 11, 2011, our Crosstex subsidiary acquired certain net assets of the sterilization monitoring business of ConFirm Monitoring Systems, Inc. (the “ConFirm Monitoring Business” or the “ConFirm Acquisition”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. Its results of operations are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011. The ConFirm Acquisition is included in our Healthcare Disposables segment.

On October 6, 2010, our Mar Cor subsidiary acquired from Gambro Renal Products, Inc. (“GRP”) and a Swedish-based affiliate of GRP (collectively, “Gambro”) certain net assets and the exclusive rights in the United States and Puerto Rico to manufacture and sell Gambro’s water treatment products used in the production of water for hemodialysis (the “Gambro Business” or the “Gambro Acquisition”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. Its results of operations are included in our results of operations for the three and six months ended January 31, 2012, the three months ended January 31, 2011 and the portion of the six months ended January 31, 2011 subsequent to its acquisition date. The Gambro Acquisition is included in our Water Purification and Filtration segment.

Throughout this document, references to “Cantel,” “us,” “we,” “our,” and the “Company” are references to Cantel Medical Corp. and its subsidiaries, except where the context makes it clear the reference is to Cantel itself and not its subsidiaries.

Subsequent Events

During February 2012, the Company issued 9,955,000 additional shares of common stock in connection with a three-for-two stock split effected in the form of a 50% stock dividend paid on February 1, 2012 to stockholders of record on January 23, 2012. The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts in the Condensed Consolidated Balance Sheets, and in all share data in the Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

On February 6, 2012, we entered into forward starting interest rate swap agreements, as more fully described in Notes 6 and 10 to the Condensed Consolidated Financial Statements.

We performed a review of events subsequent to January 31, 2012. Based upon that review, no additional subsequent events occurred that required updating to our Condensed Consolidated Financial Statements or disclosures.

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Note 2.                  Stock-Based Compensation

The following table shows the income statement components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Income:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Cost of sales	$	57,000		$	32,000		$	90,000		$	70,000
Operating expenses:
Selling	113,000			101,000			191,000			216,000
General and administrative	1,199,000			777,000			2,012,000			1,381,000
Research and development	13,000			7,000			20,000			15,000
Total operating expenses	1,325,000			885,000			2,223,000			1,612,000
Stock-based compensation before income taxes	1,382,000			917,000			2,313,000			1,682,000
Income tax benefits	(495,000		)	(333,000		)	(826,000		)	(608,000		)
Total stock-based compensation expense, net of tax	$	887,000		$	584,000		$	1,487,000		$	1,074,000
Decrease in earnings per common share due to stock-based compensation:
Basic	$	0.03		$	0.02		$	0.06		$	0.04
Diluted	$	0.03		$	0.02		$	0.05		$	0.04

The above stock-based compensation expense before income taxes was recorded in the Condensed Consolidated Financial Statements as stock-based compensation expense and an increase to additional paid-in capital. The related income tax benefits were recorded as an increase to long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and a reduction to income tax expense. In January 2012, in connection with an employment termination, we were required to accelerate the vesting of certain stock options and restricted shares resulting in an additional $309,000 of stock-based compensation expense recorded in general and administrative expenses in the Condensed Consolidated Statements of Income for the three and six months ended January 31, 2012.

All of our stock options and stock awards (which consist only of restricted stock) are subject to graded vesting in which portions of the award vest at different times during the vesting period, as opposed to awards that vest at the end of the vesting period. We recognize compensation expense for awards subject to graded vesting using the straight-line basis over the vesting period, reduced by estimated forfeitures.  At January 31, 2012, total unrecognized stock-based compensation expense before income taxes related to total nonvested stock options and stock awards was $6,048,000 with a remaining weighted average period of 20 months over which such expense is expected to be recognized.

We determine the fair value of each stock award using the closing market price of our common stock on the date of grant. Such stock awards are deductible for tax purposes (exclusive of stock awards granted to international employees.)

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A summary of nonvested stock award activity follows:

			Weighted
	Number of		Average
	Shares		Fair Value
Nonvested stock awards at July 31, 2011	363,892		$	12.02
Granted	341,141		13.71
Canceled	(19,950	)	13.14
Vested	(142,419	)	11.90
Nonvested stock awards at January 31, 2012	542,664		$	13.07

There were no option grants during the three and six months ended January 31, 2012 and 2011.  The aggregate intrinsic value (i.e., the excess market price over the exercise price) of all options exercised was $1,400,000 and $1,847,000 for the three and six months ended January 31, 2012, respectively, and $2,113,000 and $2,165,000 for the three and six months ended January 31, 2011, respectively.

A summary of stock option activity follows:

			Weighted
	Number of		Average
	Shares		Exercise Price
Outstanding at July 31, 2011	1,029,312		$	9.70
Canceled	(11,248	)	10.41
Exercised	(206,519	)	9.63
Outstanding at January 31, 2012	811,545		$	9.71
Exercisable at July 31, 2011	572,674		$	8.99
Exercisable at January 31, 2012	587,459		$	9.36

Upon exercise of stock options or grant of stock awards, we typically issue new shares of our common stock (as opposed to using treasury shares).

If certain criteria are met when options are exercised or restricted stock becomes vested, the Company is allowed a deduction on its United States income tax return. Accordingly, we account for the income tax effect on such income tax deductions as a reduction of previously recorded long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and as a reduction of income taxes payable, with differences between actual tax deductions and the previously recorded long-term deferred income tax assets recorded as additional paid-in capital. For the six months ended January 31, 2012 and 2011, such income tax deductions reduced income taxes payable by $1,496,000 and $833,000, respectively, and increased additional paid-in capital by $662,000 and $232,000, respectively.

We classify the cash flows resulting from excess tax benefits as financing cash flows on our Condensed Consolidated Statements of Cash Flows. Excess tax benefits arise when the ultimate tax effect of the deduction for tax purposes is greater than the tax benefit on stock compensation expense which was determined based upon the award’s fair value at the time the award is granted.

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Note 3.                  Acquisitions

Byrne Medical, Inc. Disposable Endoscopy Products Business

On August 1, 2011 our Minntech subsidiary acquired the business and substantially all of the assets of BMI, a privately owned, Texas-based company that designs, manufactures and sells an innovative array of disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures.  Excluding acquisition-related costs of $1,099,000 (of which $626,000 and $473,000 was recorded in general administrative expenses in the six months ended January 31, 2012 and fiscal 2011, respectively) we paid an aggregate purchase price of $99,361,000 (which reflects a $639,000 decrease resulting from a net asset value adjustment that was recorded as a reduction of goodwill in December 2011), comprised of $89,361,000 in cash and $10,000,000 in shares of Cantel common stock that is subject to both a multi-year lock-up and three-year price floor (described below). After giving effect for the Company’s three-for-two stock split, the stock consideration consisted of 601,685 shares of Cantel common stock and was based on the closing price of Cantel common stock on the NYSE on July 29, 2011 ($16.62). In addition there is up to a $10,000,000 potential cash contingent consideration payable to BMI over two years based on the achievement by the acquired business of certain targeted amounts of gross profit. A portion of the purchase price (including the stock consideration) was placed in escrow as security for indemnification obligations of BMI and its principal stockholder, Mr. Byrne. In addition, we purchased certain land and buildings utilized by the Byrne Medical Business from Byrne Investments LLC, an affiliate of Mr. Byrne, for $5,900,000.

We account for contingent consideration by recording the fair value of contingent consideration as a liability and an increase to goodwill on the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Condensed Consolidated Statements of Income.  Accordingly, on August 1, 2011 we increased acquisitions payable and goodwill by $2,700,000 to record our initial estimated fair value of the contingent consideration that would be earned over the two years ending July 31, 2013. At both October 31, 2011 and January 31, 2012, we re-measured the fair value of the contingent consideration and recorded a $100,000 change in fair value in each quarter of our fiscal 2012 as an increase to acquisitions payable and general and administrative expenses in the Condensed Consolidated Financial Statements, thereby increasing the contingent consideration payable to $2,900,000 at January 31, 2012.

Subject to certain conditions and limitations, under the price floor referred to above, we agreed that if the aggregate value of the stock consideration is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014). This three-year price floor is a free standing financial instrument that we are required to record as a liability at fair value on the date of acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Condensed Consolidated Statements of Income. Accordingly, on August 1, 2011 we increased acquisitions payable and goodwill by $3,000,000 to record our initial estimated fair value of the three-year price floor. The fair value of this liability was determined using the Black-Scholes option valuation model. At both October 31, 2011 and January 31, 2012, we re-measured the fair value of the price floor and recorded the change in fair value of $582,000 and $623,000, respectively, as a decrease to both acquisitions payable and general and

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administrative expenses in the Condensed Consolidated Financial Statements, thereby decreasing the price floor liability to $1,795,000 at January 31, 2012.

Additionally, the $10,000,000 stock portion of the purchase price was measured at fair value, which was determined using put option valuation models, to account for the discount for the multi-year lock up feature that prohibits the sellers of the Byrne Medical Business from trading the 601,685 shares of Cantel common stock during the three or four year lock-up period, which period is dependent upon whether BMI’s principal stockholder is employed by us on August 1, 2014. As a result of our valuation, the fair value of the 601,685 shares was determined to be $7,640,000, of which $7,310,000 was considered purchase price and $330,000 was determined to be compensation expense that will be expensed on a straight-line basis over the minimum lock up period of three years. The determinations of fair value using option-pricing models are affected by our stock price and risk free interest rate as well as assumptions regarding a number of subjective variables, including, but not limited to, the expected stock price volatility of our common stock over the expected life of the instrument and the expected dividend yield.

Since we will be continually re-measuring both the contingent consideration liability and the three-year price floor liability at each balance sheet date and recording changes in the respective fair values through our Condensed Consolidated Statements of Income, we will potentially have significant earnings volatility in our future results of operations until the completion of both the two year period relating to the contingent consideration and three year period relating to the price floor.

The components of the purchase price, as explained above, consist of the following:

Cash (including purchase of buildings)	$	95,261,000
Fair value of the Cantel common stock with the mult-year lock-up	7,310,000
Total consideration paid at August 1, 2011	102,571,000
Price floor	3,000,000
Contingent consideration	2,700,000
Total purchase price recorded at August 1, 2011	$	108,271,000

In connection with the acquisition, we acquired certain tangible assets including accounts receivable, inventories and equipment and assumed certain liabilities of BMI including trade payables, sales commissions payable and ordinary course business liabilities.

In conjunction with the acquisition of the Byrne Medical Business and the impending expiration of our existing credit facility, we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 with our senior lenders to fund the cash consideration paid in and the costs associated with the acquisition, as well as to refinance our existing working capital credit facilities, as more fully described in Note 10 to the Condensed Consolidated Financial Statements.

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The purchase price was preliminarily allocated to the assets acquired and assumed liabilities based on estimated fair values as follows:

	Preliminary
Net Assets	Allocation
Current assets:
Accounts receivable	$	4,303,000
Inventory	4,581,000
Other assets	588,000
Property, plant and equipment	10,233,000
Amortizable intangible assets (lives are a preliminary estimate):
Customer relationships (15-year life)	25,300,000
Trade name (10-year life)	2,200,000
Technology (8-year life)	11,900,000
Non-compete agreement (14 year-weighted-average life)	2,000,000
Other assets	105,000
Current liabilities	(2,277,000		)
Other liabilities	(85,000		)
Net assets acquired	$	58,848,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $49,423,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes over fifteen years, has been included in our Endoscopy segment.

For the twelve months ended December 31, 2010, BMI’s latest audited fiscal year, BMI generated revenues and gross profit of $34,293,000 and $21,991,000, respectively.

Since the acquisition was completed on the first day of fiscal 2012, the results of operations of the Byrne Medical Business are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011.  As a result of the acquisition, we changed the name of our reporting segment previously known as Endoscope Reprocessing to Endoscopy. The operations of the Byrne Medical Business are fully included within our Endoscopy segment.

For the three and six months ended January 31, 2012, the Byrne Medical Business added the following to the Endoscopy segment in our Condensed Consolidated Financial Statements:

	Three Months Ended		Six Months Ended
	January 31, 2012		January 31, 2012
Net sales	$	12,147,000	$	23,639,000
Operating income	$	3,438,000	$	5,480,000
Capital expenditures	$	216,000	$	493,000
Depreciation and amortization	$	1,207,000	$	2,411,000

Excluding non-recurring items directly related to the acquisition, the Byrne Medical Business added $2,915,000 and $5,994,000 to the segment operating income for the three and six months ended January 31, 2012, respectively. Such non-recurring items include (i) acquisition-related charges of approximately $626,000 which were recorded in general administrative

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expenses in the three months ended October 31, 2011 and (ii) an increase in operating earnings relating to net fair value changes of $523,000 and $112,000 for the three and six months ended January 31, 2012, respectively, related to the acquisition date inventory, contingent consideration liability and three year price floor liability as further described above. Additionally, the segment operating income for the three and six months ended January 31, 2012 excludes debt issuance costs relating to the Second Amended and Restated Credit Agreement of approximately $1,412,000, which is being amortized to interest expense over the life of the credit facilities, and interest expense relating to the borrowings under our credit facilities to fund a significant portion of the purchase price.

The principal reasons for the acquisition of the Byrne Medical Business were as follows: (i) the complementary nature of its infection prevention and control business which further expands our business into hospital and outpatient center-based GI endoscopy; (ii) the addition of a market leading, high margin business in a familiar segment in infection prevention and control; (iii) the increase in the percentage of our net sales derived from recurring consumables; (iv) the expectation that the acquisition increases overall corporate gross margin percentage and will be accretive to our future earnings per share; (v) the belief that the endoscopy market will convert from re-using to disposing of certain components in GI endoscopy; and (vi) the opportunity for us to further expand our business into the design, manufacture and distribution of proprietary products. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

Selected unaudited supplemental pro forma consolidated statements of income data for the three and six months ended January 31, 2012 and 2011 assuming that the Byrne Medical Business was included in our results of operations as of August 1, 2010 (the beginning of our fiscal 2011) are as follows:

	Three Months Ended				Six Months Ended
	January 31,				January 31,
	2012		2011		2012		2011
Net sales	$	97,297,000	$	90,195,000	$	190,559,000	$	171,012,000
Net income	$	7,294,000	$	6,611,000	$	14,570,000	$	11,357,000
Earnings per share:
Basic	$	0.27	$	0.25	$	0.54	$	0.44
Diluted	$	0.27	$	0.25	$	0.54	$	0.43
Weighted average common shares:
Basic	26,926,000		26,259,000		26,785,000		26,094,000
Diluted	27,243,000		26,613,000		27,084,000		26,354,000

Supplemental pro forma data for the six months ended January 31, 2012 was adjusted to exclude acquisition-related costs of $626,000 and a fair value adjustment charge of $893,000 related to the step-up in the fair value of inventories. The six months ended January 31, 2011 supplemental pro forma data was adjusted to include these amounts. In addition, in order to affect the unaudited pro forma consolidated statement of income data for the three and six months ended January 31, 2011, the operating results of Cantel for the three and six months ended January 31, 2011 were consolidated with the operating results of the Byrne Medical Business for the final three and six months of its fiscal year ended December 31, 2010 and were further adjusted to include (i) amortization of intangible assets and depreciation and amortization of property and equipment based upon the preliminary appraised fair values and useful lives of such assets; (ii) interest expense including interest on the senior bank debt at an effective interest rate of 2.98%

12

per annum and amortization of new debt issuance costs over the life of the credit facilities; (iii) the elimination of certain expenses unrelated to the acquired assets of the Byrne Medical Business; (iv) the elimination of incentive compensation for the former primary owner in excess of incentive compensation consistent with the terms of his new employment contract; (v) a decrease of $26,000 and $66,000, respectively, to general and administrative expense relating to a net change in fair value of the contingent consideration and the three-year price floor solely to reflect the passage of time (the three and six months ended January 31, 2012 includes a decrease to general and administrative expenses to reflect the actual net fair value adjustment of $523,000 and $1,005,000, respectively, relating to such items as further described above); and (vi) income tax expense calculated using our fiscal 2011 consolidated U.S. effective tax rate. All other operating results reflect actual performance.

This pro forma information is provided for illustrative purposes only, and does not necessarily indicate what the operating results of the combined company might have been had the acquisition actually occurred at the beginning of fiscal 2011, nor does it necessarily indicate the combined company’s future operating results.

ConFirm Monitoring Systems, Inc.

On February 11, 2011, our Crosstex subsidiary acquired the ConFirm Monitoring Business, a private company based in Englewood, Colorado with revenues relating to biological monitoring services for dental and other healthcare customers located primarily in North America. The company offers both a mail-in service and in-office spore test kits for healthcare professionals to verify the performance of their sterilizers in accordance with industry guidelines for daily or weekly testing. The ConFirm Acquisition is included in our Healthcare Disposables segment. Total consideration for the transaction, excluding transaction costs of $52,000, was $7,500,000 plus contingent consideration of up to an additional $1,000,000 based upon achievement of specified sales levels through January 31, 2012.

We account for contingent consideration by recording the fair value of contingent consideration as a liability and an increase to goodwill at the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through general and administrative expenses in our Condensed Consolidated Statements of Income.  Accordingly, on February 11, 2011 we increased acquisitions payable and goodwill by $656,000 to record our initial estimated fair value of the contingent consideration that would be earned by January 31, 2012 and continually re-measured the liability at each balance sheet date thereafter, as further described in Note 7 to the Condensed Consolidated Financial Statements. The changes in estimated fair value during the one year period ended January 31, 2012 were driven by changes in the assumptions pertaining to the achievement of the specified sales levels and the time value of money. Based on actual sales results for the one year period ended January 31, 2012, the contingent consideration liability was determined to be $855,000 at January 31, 2012 and will be paid during our third quarter of fiscal 2012.

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The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows:

	Final
Net Assets	Allocation
Current assets	$	1,399,000
Property, plant and equipment	93,000
Amortizable intangible assets:
Customer relationships (10-year life)	2,290,000
Trade name (6-year life)	470,000
Technology (5-year life)	110,000
Non-compete agreement (8-year life)	30,000
Current liabilities:
Accounts payable	(244,000		)
Deferred revenue	(1,226,000		)
Net assets acquired	$	2,922,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $5,234,000 was assigned to goodwill, which is deductible for income tax purposes over fifteen years.

The principal reasons for the acquisition were (i) to expand our sterility assurance product portfolio, (ii) to enable cross-selling of our existing products such as our patent-pending Sure-CheckTM sterilization pouch, (iii) to leverage Crosstex’ sales and marketing infrastructure in the dental arena and (iv) the expectation that the acquisition will be accretive to our future earnings per share beyond fiscal 2011. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

The results of operations for the ConFirm Acquisition are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from our results of operations for the three and six months ended January 31, 2011. Pro forma consolidated statements of income data have not been presented due to the insignificant impact of this acquisition.

Gambro Business

On October 6, 2010, our Mar Cor subsidiary acquired from Gambro certain net assets and the exclusive rights in the United States and Puerto Rico to manufacture and sell Gambro’s water treatment products used in the production of water for hemodialysis. Immediately following the acquisition, we commenced sales and service of all Gambro water products, components, parts and consumables solely intended for the United States and Puerto Rico markets. The manufacturing of these products has been transitioned into our own manufacturing facility in Plymouth, Minnesota. The Gambro Acquisition expands our Water Purification and Filtration’s annual business in terms of sales, particularly with respect to product and service sales volumes in both existing and new dialysis clinics across the United States and Puerto Rico by 19% (approximately 75% of Gambro Acquisition revenues are from one customer). Total consideration for the transaction, excluding acquisition-related costs of approximately $240,000, was approximately $23,700,000, of which $3,100,000 is being paid in six equal quarterly payments ending April 2012. As of January 31, 2012, $2,583,000 of the $3,100,000 has been paid. The Gambro Acquisition is included in our Water Purification and Filtration operating segment.

The purchase price was allocated to the assets acquired and assumed liabilities based on

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estimated fair values as follows:

	Final
Net Assets	Allocation
Current assets (principally inventories)	$	3,080,000
Property, plant and equipment	11,000
Amortizable intangible assets:
Technology (8-year life)	1,170,000
Customer relationships (11.5-year weighted average life)	6,640,000
Non-compete agreement (14-year life)	1,050,000
Current liabilities	(60,000		)
Net assets acquired	$	11,891,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $11,809,000 was assigned to goodwill, which is deductible for income tax purposes over fifteen years.

The reasons for the acquisition were as follows: (i) the expansion of our water purification product line, particularly in the area of cost effective heat sanitizable water purification equipment; (ii) the opportunity to add an installed equipment base of business into which we can (a) increase service revenue while improving the density and efficiency of the Mar Cor service network and (b) drive a greater portion of recurring consumable sales per clinic; (iii) the potential revenue and cost savings synergies and efficiencies that could be realized through optimizing and combining the acquired assets (including Gambro employees) into Mar Cor; and (iv) the expectation that the acquisition will be accretive to our future earnings per share. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

The results of operations of the Gambro Business are included in our results of operations for the three and six months ended January 31, 2012, the three months ended January 31, 2011 and the portion of the six months ended January 31, 2011 subsequent to its acquisition date. Pro forma consolidated statement of income data has not been presented due to the unavailability of pre-acquisition financial statements of the Gambro Business, since the Gambro Business did not maintain separate financial statements related to these purchased assets.

Note 4.                  Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-08, “Intangibles — Goodwill and Other,” (“ASU 2011-08”), which amends current guidance to allow a company to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The amendment also improves previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 will not have any impact upon our financial position and results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”), which requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011.

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Accordingly, we will adopt ASU 2011-05 in our third quarter of fiscal 2012. The adoption of this updated disclosure guidance will not have any impact upon our financial position and results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). This standard results in a common requirement between the FASB and the International Accounting Standards Board for measuring fair value and disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. Accordingly, we will adopt ASU 2011-04 in our third quarter of fiscal 2012. We are currently in the process of evaluating the effect of ASU 2011-04 on our financial position and results of operations.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, a consensus of the FASB Emerging Issues Task Force,” (“ASU 2010-29”), which addresses the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for material business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) had occurred at the beginning of the comparable prior annual reporting period only. Additional amendments expand supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for fiscal years beginning after December 15, 2010 and is applied prospectively to business combinations completed after that date. Accordingly, we adopted ASU 2010-29 on August 1, 2011 and applied the provisions of this ASU to the Byrne Medical Business acquisition, as further described in Note 3 to the Condensed Consolidated Financial Statements. The adoption of this updated disclosure guidance did not have any impact upon our financial position and results of operations.

Note 5.                  Other Comprehensive Income

The Company’s comprehensive income for the three and six months ended January 31, 2012 and 2011 is set forth in the following table:

	Three Months Ended					Six Months Ended
	January 31,					January 31,
	2012			2011		2012			2011
Net income	$	7,294,000		$	5,720,000	$	13,514,000		$	10,695,000
Other comprehensive (loss) income:
Foreign currency translation	(53,000		)	287,000		(961,000		)	345,000
Comprehensive income	$	7,241,000		$	6,007,000	$	12,553,000		$	11,040,000

Note 6.                   Derivatives

We recognize all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in the fair value of the hedged assets, liabilities or firm

16

commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of a derivative that is designated as a hedge will be recognized immediately in earnings. As of January 31, 2012, all of our derivatives were designated as hedges.

Changes in the value of (i) the Canadian dollar against the United States dollar, (ii) the Euro against the United States dollar, (iii) the British pound against the United States dollar and (iv) the Singapore dollar against the United States dollar affect our results of operations because a portion of the net assets of our Canadian subsidiaries (which are reported in our Specialty Packaging and Water Purification and Filtration segments)  are denominated and ultimately settled in United States dollars, but must be converted into its functional Canadian dollar currency. Furthermore, certain cash bank accounts, accounts receivable, and liabilities of our subsidiaries are denominated and ultimately settled in Euros, British pounds or Singapore dollars, but must be converted into their functional currency.

In order to hedge against the impact of fluctuations in the value of (i) the Canadian dollar relative to the United States dollar, (ii) the Euro relative to the United States dollar, (iii) the British pound relative to the United States dollar and (iv) the Singapore dollar relative to the United States dollar on the conversion of such net assets into the functional currencies, we enter into short-term contracts to purchase Canadian dollars, Euros, British pounds and Singapore dollars forward, which contracts are generally one month in duration. These short-term contracts are designated as fair value hedge instruments. There were three foreign currency forward contracts with an aggregate value of $3,119,000 at January 31, 2012, which covered certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies. Such contracts expired on February 29, 2012. These foreign currency forward contracts are continually replaced with new one-month contracts as long as we have significant net assets at our subsidiaries that are denominated and ultimately settled in currencies other than their functional currencies. For the three and six months ended January 31, 2012, such forward contracts offset the impact on operations relating to certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies and resulted in a net currency conversion gain, net of tax, of $9,000 and $4,000, respectively, on the items hedged. For the three and six months ended January 31, 2011, our forward contracts partially offset such foreign currency impact and resulted in a net currency conversion loss, net of tax, of $36,000 and $85,000, respectively on the items hedged. Gains and losses related to the hedging contracts to buy Canadian dollars, Euros, British pounds and Singapore dollars forward were immediately realized within general and administrative expenses due to the short-term nature of such contracts. We do not hold any derivative financial instruments for speculative or trading purposes.

The interest rate on our outstanding borrowings under our credit facilities is variable and is affected by the general level of interest rates in the United States as well as LIBOR interest rates, as more fully described in Note 10 to the Condensed Consolidated Financial Statements. In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of

17

borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%. These interest rate swap agreements have been designated as cash flow hedge instruments and have been designed to be effective in offsetting changes in the cash flows related to the hedged borrowings. We will account for the interest rate swap agreements by recording the fair value of the derivative instrument on the balance sheet as either an asset or liability, with a corresponding amount recorded in accumulated other comprehensive income. Amounts will be reclassified from accumulated other comprehensive income in the period the hedged transaction affects earnings. At the hedge’s inception and on a regular basis thereafter, a formal assessment is performed to determine whether changes in the fair value or cash flows of the derivative instrument have been highly effective in offsetting changes in cash flows of the hedged items and whether they are expected to be highly effective in the future.

Note 7.                  Fair Value Measurements

Fair Value Hierarchy

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), for our financial assets and liabilities that are re-measured and reported at fair value each reporting period and our nonfinancial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three level fair value hierarchy to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of January 31, 2012 and July 31, 2011, our financial assets that are re-measured at fair value on a recurring basis include money market funds that are classified as cash and cash equivalents in the Condensed Consolidated Balance Sheets. As there are no withdrawal restrictions, they are classified within Level 1 of the fair value hierarchy and are valued using quoted market prices for identical assets.

In addition, we have a contingent consideration liability recorded within acquisitions payable relating to the ConFirm Acquisition, as further described in Note 3 to the Condensed Consolidated Financial Statements. The fair value of this liability was based on future sales projections of the ConFirm Monitoring Business under various potential scenarios for the one year period ended January 31, 2012 and weighting the probability of these outcomes.  At the date of the acquisition, these cash flow projections were discounted using a rate of 7%. The discount rate was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. This analysis resulted in an initial contingent consideration liability of $656,000, which was subsequently adjusted to $775,000 at July 31, 2011 by recording the change in the fair

18

value through our results of operations during the fourth quarter of our fiscal 2011 and was further adjusted as shown below in the reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis. The changes in estimated fair value during the one year period ended January 31, 2012 were driven by changes in the assumptions pertaining to the achievement of the specified sales levels and the time value of money. These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement.  Based on actual sales results for the one year period ended January 31, 2012, the contingent consideration liability was determined to be $855,000 at January 31, 2012 and will be paid during our third quarter of fiscal 2012.

On August 1, 2011 (the first day of our fiscal 2012), we recorded a $2,700,000 liability for the estimated fair value of contingent consideration and a $3,000,000 liability for the estimated fair value of the three year price floor relating to the acquisition of the Byrne Medical Business, as further described in Note 3 to the Condensed Consolidated Financial Statements. These fair value measurements were based on significant inputs not observed in the market and thus represent Level 3 measurements. The fair value of the contingent consideration liability was based on future gross profit projections of the Byrne Medical Business under various potential scenarios for the two year period ending July 31, 2013 and weighting the probability of these outcomes.  At the date of the acquisition, these cash flow projections were discounted using a rate of 14%. The discount rate was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. The fair value of the three year price floor liability was determined using the Black-Scholes option valuation model, which is affected by our stock price and risk free interest rate as well as assumptions regarding a number of subjective variables, including, but not limited to, the expected stock price volatility of our common stock over the expected life of the instrument and the expected dividend yield. These two liabilities will be adjusted periodically by recording changes in the fair value through our Condensed Consolidated Statements of Income driven by the time value of money and changes in the assumptions that were initially used in the valuations.  Accordingly, at January 31, 2012 we re-measured the fair value of the contingent consideration and the price floor to be $2,900,000 and $1,795,000, respectively. The increase to the contingent consideration liability was due to the accretion of the liability for the time value of money and was recorded as an increase to acquisition payable and general and administrative expenses in the Condensed Consolidated Financial Statements. The decrease to the fair value of the price floor (as determined by the Black-Scholes option valuation model) was recorded as a decrease to acquisitions payable and general and administrative expenses in the Condensed Consolidated Financial Statements and was primarily due to the impact of our stock price being higher than at the time of the acquisition, the life of the price floor being less than three years and changes in the expected stock price volatility.

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The fair values of the Company’s financial instruments measured on a recurring basis were categorized as follows:

	January 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Bank deposits and certificates of deposit	$	17,773,000	$	—	$	—	$	17,773,000
Money markets	3,916,000		—		—		3,916,000
Total assets	$	21,689,000	$	—	$	—	$	21,689,000
Liabilities:
Acquisitions payable:
Contingent consideration	$	—	$	—	$	3,755,000	$	3,755,000
Price floor	—		—		1,795,000		1,795,000
Total liabilities (1)	$	—	$	—	$	5,550,000	$	5,550,000

	July 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Bank deposits and certificates of deposit	$	14,494,000	$	—	$	—	$	14,494,000
Money markets	3,916,000		—		—		3,916,000
Total assets	$	18,410,000	$	—	$	—	$	18,410,000
Liabilities:
Acquisitions payable:
Contingent consideration	$	—	$	—	$	775,000	$	775,000
Total liabilities (1)	$	—	$	—	$	775,000	$	775,000

(1) At January 31, 2012 and July 31, 2011, the fair values of the Company’s financial instruments measured on a recurring basis of $5,550,000 and $775,000, respectively, combined with the remaining payables for the acquisition of the Gambro Business of $517,000 and $1,550,000, respectively, equal the combined total of the current and long-term portions of acquisitions payable in the Condensed Consolidated Balance Sheets.

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A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended January 31, 2012 is as follows:

	ConFirm			Byrne		Byrne
	Contingent			Contingent		Price
	Consideration			Consideration		Floor			Total
Balance, July 31, 2011	$	775,000		$	—	$	—		$	775,000
Total net unrealized (gains)/losses included in earnings	(86,000		)	100,000		(582,000		)	(568,000		)
Total net unrealized (gains)/losses included in other comprehensive income	—			—		—			—
Transfers into level 3 (gross)	—			—		—			—
Transfers out of level 3 (gross)	—			—		—			—
Net purchases, issuances, sales and settlements	—			2,700,000		3,000,000			5,700,000
Balance, October 31, 2011	689,000			2,800,000		2,418,000			5,907,000
Total net unrealized (gains)/losses included in earnings	166,000			100,000		(623,000		)	(357,000		)
Total net unrealized (gains)/losses included in other comprehensive income	—			—		—			—
Transfers into level 3 (gross)	—			—		—			—
Transfers out of level 3 (gross)	—			—		—			—
Net purchases, issuances, sales and settlements	—			—		—			—
Balance, January 31, 2012	$	855,000		$	2,900,000	$	1,795,000		$	5,550,000

There were no such recurring measurements using significant unobservable inputs for the three and six months ended January 31, 2011.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

We re-measure the fair value of certain assets, such as intangible assets, goodwill and long-lived assets, including property and equipment and convertible notes receivable, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and goodwill and intangible assets with indefinite lives are reviewed for impairment at least annually. In performing a review for goodwill impairment, management uses a two-step process that begins with an estimation of the fair value of the related operating segments by using average fair value results of the market multiple and discounted cash flow methodologies, as well as the comparable transaction methodology when applicable. The first step is a review for potential impairment, and the second step measures the amount of impairment, if any. In performing our annual review for indefinite lived intangibles, management compares the current fair value of such assets to their carrying values. With respect to amortizable intangible assets when impairment indicators are present, management determines whether expected future non-discounted cash flows is sufficient to recover the carrying value of the assets; if not, the carrying value of the assets is adjusted to their fair value. With respect to long-lived assets, an assessment is made to determine if the sum of the expected future non-discounted cash flows from the use of the assets and eventual disposition is less than the carrying value. If the sum of the expected non-discounted cash flows is less than the carrying value, an impairment loss is recognized based on fair value. As the inputs utilized for our periodic impairment assessments are not based on observable market data, our intangibles, goodwill and long-lived assets are classified within Level 3 of the fair value hierarchy on a non-recurring basis. On January 31, 2012, management concluded that no events or changes in circumstances have occurred during the six months ended January 31, 2012 that would indicate that the carrying amount of our intangible assets, goodwill and long-lived assets may not be recoverable, except for our investment in BIOSAFE, Inc.

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(“BIOSAFE”) as more fully described in Note 16 to the Condensed Consolidated Financial Statements. This fair value measurement was based on significant inputs not observed in the market and thus represented a Level 3 measurement.

Disclosure of Fair Value of Financial Instruments

As of January 31, 2012 and July 31, 2011, the carrying amounts for cash and cash equivalents (excluding money markets), accounts receivable and accounts payable approximated fair value due to the short maturity of these instruments. We believe that as of January 31, 2012 and July 31, 2011, the fair value of our outstanding borrowings under our credit facilities approximated the carrying value of those obligations since the borrowing rates were at prevailing market interest rates, principally under LIBOR contracts ranging from one to twelve months.

Note 8.                  Intangible Assets and Goodwill

Our intangible assets with definite lives consist of customer relationships, technology, brand names, non-compete agreements and patents. These intangible assets are being amortized using the straight-line method over the estimated useful lives of the assets ranging from 2-20 years and have a weighted average amortization period of 11 years. Amortization expense related to definite life intangible assets was $2,278,000 and $4,567,000 for the three and six months ended January 31, 2012, respectively, and $1,406,000 and $2,725,000 for the three and six months ended January 31, 2011, respectively. Our intangible assets that have indefinite useful lives and therefore are not amortized consist of trademarks and trade names.

The Company’s intangible assets consist of the following:

	January 31, 2012
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	60,271,000	$	(17,833,000	)	$	42,438,000
Technology	20,798,000		(6,448,000		)	14,350,000
Brand names	11,945,000		(6,158,000		)	5,787,000
Non-compete agreements	3,180,000		(278,000		)	2,902,000
Patents and other registrations	1,365,000		(435,000		)	930,000
	97,559,000		(31,152,000		)	66,407,000
Trademarks and trade names	9,435,000		—			9,435,000
Total intangible assets	$	106,994,000	$	(31,152,000	)	$	75,842,000

	July 31, 2011
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	35,203,000	$	(15,468,000	)	$	19,735,000
Technology	9,849,000		(6,114,000		)	3,735,000
Brand names	9,745,000		(5,539,000		)	4,206,000
Non-compete agreements	2,981,000		(1,919,000		)	1,062,000
Patents and other registrations	1,301,000		(389,000		)	912,000
	59,079,000		(29,429,000		)	29,650,000
Trademarks and trade names	9,541,000		—			9,541,000
Total intangible assets	$	68,620,000	$	(29,429,000	)	$	39,191,000

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Estimated amortization expense of our intangible assets for the remainder of fiscal 2012 and the next five years is as follows:

Six month period ending July 31, 2012	$	4,556,000
Fiscal 2013	9,049,000
Fiscal 2014	8,753,000
Fiscal 2015	8,574,000
Fiscal 2016	5,407,000
Fiscal 2017	4,947,000

Goodwill changed during fiscal 2011 and the six months ended January 31, 2012 as follows:

			Water
			Purification			Healthcare							Total
	Endoscopy		and Filtration			Disposables		Dialysis		All Other			Goodwill
Balance, July 31, 2010	$	9,648,000	$	39,847,000		$	50,630,000	$	8,133,000	$	8,525,000		$	116,783,000
Acquisitions	—		11,809,000			5,234,000		—		—			17,043,000
Foreign currency translation	—		418,000			—		—		526,000			944,000
Balance, July 31, 2011	9,648,000		52,074,000			55,864,000		8,133,000		9,051,000			134,770,000
Acquisition	49,423,000		—			—		—		—			49,423,000
Foreign currency translation	—		(306,000		)	—		—		(385,000		)	(691,000		)
Balance, January 31, 2012	$	59,071,000	$	51,768,000		$	55,864,000	$	8,133,000	$	8,666,000		$	183,502,000

On July 31, 2011, we performed impairment studies of the Company’s goodwill and trademarks and trade names and concluded that such assets were not impaired.

Note 9.                  Warranties

A summary of activity in the Company’s warranty reserves follows:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Beginning balance	$	2,167,000		$	1,287,000		$	2,083,000		$	1,181,000
Acquisitions	—			—			—			10,000
Provisions	827,000			674,000			1,780,000			1,285,000
Settlements	(913,000		)	(583,000		)	(1,780,000		)	(1,098,000		)
Foreign currency translation	—			—			(2,000		)	—
Ending balance	$	2,081,000		$	1,378,000		$	2,081,000		$	1,378,000

The warranty provisions and settlements for the three and six months ended January 31, 2012 and 2011 relate principally to the Company’s endoscopy and water purification products. The increase in the provisions and settlements is primarily a function of the significant increase in sales volume of our Endoscopy capital equipment for the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, including certain warranty issues on new endoscopy products. Warranty reserves are included in accrued expenses in the Condensed Consolidated Balance Sheets.

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Note 10.               Financing Arrangements

In conjunction with the acquisition of the Byrne Medical Business and the impending expiration of our existing revolving credit facility (“Existing Revolver Facility”), we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 (the “New U.S. Credit Agreement”) with our existing consortium of senior lenders to fund the cash consideration paid and the costs associated with the acquisition, as well as to refinance our Existing Revolver Facility. The New U.S. Credit Agreement includes (i) a five-year $100,000,000 senior secured revolving credit facility with sublimits of up to $20,000,000 for letters of credit and up to $5,000,000 for swing line loans (the “Revolving Credit Facility”) and (ii) a $50,000,000 senior secured term loan facility (the “Term Loan Facility”). The New U.S. Credit Agreement expires on August 1, 2016. Amounts we repay under the Term Loan Facility may not be reborrowed. Subject to the satisfaction of certain conditions precedent, the Company may from time to time increase the Revolving Credit Facility by an aggregate amount not to exceed $50,000,000 without the consent of the lenders. The senior lenders include Bank of America (the lead bank and administrative agent), PNC Bank, National Association, and Wells Fargo Bank, National Association. Debt issuance costs relating to the New U.S. Credit Agreement were recorded in other assets and are being amortized over the life of the credit facilities. Such unamortized debt issuance costs amounted to approximately $1,240,000 at January 31, 2012.

Borrowings under the New U.S. Credit Agreement bear interest at rates ranging from 0.25% to 2.00% above the lender’s base rate, or at rates ranging from 1.25% to 3.00% above the London Interbank Offered Rate (“LIBOR”), depending upon the Company’s “Consolidated Leverage Ratio,” which is defined as the consolidated ratio of total funded debt to earnings before interest, taxes, depreciation and amortization, and as further adjusted under the terms of the New U.S. Credit Agreement (“Consolidated EBITDA”). At January 31, 2012, the lender’s base rate was 3.25% and the LIBOR rates ranged from 0.44% to 0.90%. The margins applicable to our outstanding borrowings were 1.25% above the lender’s base rate or 2.25% above LIBOR. Most of our outstanding borrowings were under LIBOR contracts at January 31, 2012.

In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%.The New U.S. Credit Agreement also provides for fees on the unused portion of our facilities at rates ranging from 0.25% to 0.50%, depending upon our Consolidated Leverage Ratio; such rate was 0.40% at January 31, 2012.

The principal amounts of the Term Loan Facility are to be paid in twenty consecutive quarterly installments of $2,500,000 each beginning on September 30, 2011.  The New U.S. Credit Agreement permits us to make optional prepayments of loans at any time without premium or penalty other than customary LIBOR breakage fees. We are required to make mandatory

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prepayments of amounts outstanding under the New U.S. Credit Agreement of: (i) 100% of the net proceeds received from certain sales or other dispositions of all or any part of the Company and its subsidiaries’ assets, (ii) 100% of certain insurance and condemnation proceeds received by the Company or any of its subsidiaries, (iii) subject to certain exceptions, 100% of the net cash proceeds received by the Company or any of its subsidiaries from the issuance or occurrence of any indebtedness of the Company or any of its subsidiaries, and (iv) subject to certain exceptions, 100% of the net proceeds of the sale of certain equity.

The New U.S. Credit Agreement contains affirmative and negative covenants reasonably customary for similar credit facilities and is secured by (i) substantially all assets of Cantel and its United States-based subsidiaries (including Minntech, Mar Cor, Crosstex, and Strong Dental Products, Inc.) and (ii) a pledge by Cantel of all of the outstanding shares of Minntech, Mar Cor, Crosstex and Strong Dental owned by Cantel and 65% of the outstanding shares of Cantel’s foreign-based subsidiaries. We are in compliance with all financial and other covenants under the New U.S. Credit Agreement.

On January 31, 2012, we had $108,000,000 of outstanding borrowings under the New U.S. Credit Agreement, which consisted of $45,000,000 and $63,000,000 under the Term Loan Facility and the Revolving Credit Facility, respectively, and $37,000,000 was available to be borrowed under our Revolving Credit Facility.  In February, we repaid an additional $1,000,000 under the Revolving Credit Facility decreasing our total outstanding borrowings to $107,000,000 at February 29, 2012.

Note 11.               Earnings Per Common Share

Basic EPS is computed based upon the weighted average number of common shares outstanding during the period. Diluted EPS is computed based upon the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the period.

We include participating securities (unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities.

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The following table sets forth the computation of basic and diluted EPS available to stockholders of common stock (excluding participating securities):

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Numerator for basic and diluted earnings per share:
Net income	$	7,294,000		$	5,720,000		$	13,514,000		$	10,695,000
Less income allocated to participating securities	(158,000		)	(93,000		)	(270,000		)	(150,000		)
Net income available to common stockholders	$	7,136,000		$	5,627,000		$	13,244,000		$	10,545,000
Denominator for basic and diluted earnings per share, as adjusted for participating securities:
Denominator for basic earnings per share - weighted average number of shares outstanding attributable to common stock	26,328,065			25,212,288			26,255,035			25,140,409
Dilutive effect of stock options using the treasury stock method and the average market price for the period	316,968			354,327			299,160			259,231
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock	26,645,033			25,566,615			26,554,195			25,399,640
Earnings per share attributable to common stock:
Basic earnings per share	$	0.27		$	0.22		$	0.50		$	0.42
Diluted earnings per share	$	0.27		$	0.22		$	0.50		$	0.42
Stock options excluded from weighted average dilutive common shares outstanding because their inclusion would have been antidilutive	—			40,999			—			208,648

A reconciliation of weighted average number of shares and common stock equivalents attributable to common stock, as determined above, to the Company’s total weighted average number of shares and common stock equivalents, including participating securities, are set forth in the following table:

	Three Months Ended		Six Months Ended
	January 31,		January 31,
	2012	2011	2012	2011
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock	26,645,033	25,566,615	26,554,195	25,399,640
Participating securities	598,331	444,579	529,959	352,204
Total weighted average number of shares and common stock equivalents attributable to both common stock and participating securities	27,243,364	26,011,194	27,084,154	25,751,844

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Note 12.               Income Taxes

The consolidated effective tax rate was 36.7% and 34.0% for the six months ended January 31, 2012 and 2011, respectively. The increase in the consolidated effective tax rate was principally due to the geographic mix of pre-tax income and the unfavorable impact of recording a loss relating to the impairment of an investment, as described below.

The majority of our income before income taxes was generated from our United States operations, which had an overall effective tax rate of 37.3% and 35.5% for the six months ended January 31, 2012 and 2011, respectively. Approximately 97% of our income before income taxes was generated from our United States operations for the six months ended January 31, 2012 compared with approximately 90% of our income before income taxes in the prior year period. In addition, due to the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of our BIOSAFE investment, as more fully described in Note 16 to the Condensed Consolidated Financial Statements, thereby adversely affecting our overall United States effective tax rate for the six months ended January 31, 2012.

Approximately 2% of our income before income taxes was generated from our Canadian operations for the six months ended January 31, 2012 compared with approximately 7% of our income before income taxes in the prior year period. Our Canadian operations had an overall effective tax rate of 27.9% and 28.3% for the six months ended January 31, 2012 and 2011, respectively. The low overall effective tax rates for both periods were due to the low corporate tax structure in Canada.

For the six months ended January 31, 2012, approximately 1% of our income before income taxes was generated from our operations in Singapore, a country with a low corporate tax structure, compared with approximately 2% of our income before income taxes for the six months ended January 31, 2011. The overall effective tax rate for our Singapore operation was 18.6% and 14.2% for the six months ended January 31, 2012 and 2011, respectively.

Our subsidiary in Japan generated a small profit for the six months ended January 31, 2012 compared with a profit that was approximately 1% of our income before income taxes for the six months ended January 31, 2011. Due to the existence of net operating loss carryforwards, we recorded no income taxes for the six months ended January 31, 2012 and 2011, which had a more favorable impact on our consolidated effective tax rate in the prior year due to the larger profit generated by our Japan subsidiary for the six months ended January 31, 2011.

The results of operations for our Netherlands subsidiary did not have a significant impact on our overall effective tax rate for the six months ended January 31, 2012 and 2011 due to the size of income before income taxes generated from this operation.

We record liabilities for an unrecognized tax benefit when a tax benefit for an uncertain tax position is taken or expected to be taken on a tax return, but is not recognized in our Condensed Consolidated Financial Statements because it does not meet the more-likely-than-not recognition threshold that the uncertain tax position would be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Some of our unrecognized tax benefits

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originated from acquisitions. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. However, if our unrecognized tax benefits are recognized in our financial statements in future periods, there would not be a significant impact to our overall effective tax rate due to the size of the unrecognized tax benefits in relation to our income before income taxes. Except for decreases due to the lapse of applicable statutes of limitation, we do not expect such unrecognized tax benefits to significantly decrease or increase in the next twelve months.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

	Unrecognized
	Tax Benefits
Unrecognized tax benefits on July 31, 2010	$	208,000
Increase for current period tax position	124,000
Lapse of statute of limitations	(141,000		)
Unrecognized tax benefits on July 31, 2011	191,000
Activity during the six months ended January 31, 2012	—
Unrecognized tax benefits on January 31, 2012	$	191,000

Generally, the Company is no longer subject to federal, state or foreign income tax examinations for fiscal years ended prior to July 31, 2005.

Our policy is to record potential interest and penalties related to income tax positions in interest expense and general and administrative expense, respectively, in our Condensed Consolidated Financial Statements. However, such amounts have been relatively insignificant due to the amount of our unrecognized tax benefits relating to uncertain tax positions.

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Note 13.               Commitments and Contingencies

Long-term contractual obligations

As of January 31, 2012, aggregate annual required payments over the remaining fiscal year, the next four years and thereafter under our contractual obligations that have long-term components were as follows:

	Six Months
	Ending
	July 31,		Year Ending July 31,
	2012		2013		2014		2015		2016		Thereafter		Total
	(Amounts in thousands)
Maturities of the credit facilities	$	5,000	$	10,000	$	10,000	$	10,000	$	10,000	$	63,000	$	108,000
Expected interest payments under the credit facilities (1)	1,592		2,957		2,654		2,351		2,048		5		11,607
Minimum commitments under noncancelable operating leases	1,726		2,962		2,583		2,014		1,244		5,112		15,641
Deferred compensation and other	48		36		35		36		36		93		284
Acquisitions payable	1,372		1,700		1,200		1,795		—		—		6,067
Compensation agreements	1,429		2,055		450		150		150		75		4,309
Total contractual obligations	$	11,167	$	19,710	$	16,922	$	16,346	$	13,478	$	68,285	$	145,908

(1) The expected interest payments under the term and revolving credit facilities reflect interest rates of 3.03% and 2.99%, respectively, which were our weighted average interest rates on outstanding borrowings at January 31, 2012.

Operating leases

Minimum commitments under operating leases include minimum rental commitments for our leased manufacturing facilities, warehouses, office space and equipment.

Deferred compensation and other

Deferred compensation and other includes deferred compensation arrangements for certain former Minntech directors and officers and is recorded in other long-term liabilities.

Acquisitions payable

In connection with the acquisition of the Gambro Business, as more fully described in Note 3 to the Condensed Consolidated Financial Statements, a portion of the purchase price amounting to $3,100,000 is payable in six equal quarterly payments beginning January 2011 and ending April 2012. As of January 31, 2012, $517,000 of the $3,100,000 remains payable. In addition, in connection with the acquisition of ConFirm, as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements, contingent consideration of $855,000 is payable based on the achievement of a contractually specified sales level for the one year period ended January 31, 2012.

In connection with the acquisition of the Byrne Medical Business, we estimated $2,900,000 at January 31, 2011 as the fair value of contingent consideration payable over two years

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based on the achievement by the acquired business of certain targeted amounts of gross profit. In addition, we agreed that if the aggregate value of the $10,000,000 of Cantel common stock issued as part of the consideration used to acquire the Byrne Medical Business is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014), subject to certain conditions and limitations. Accordingly, at January 31, 2012, we have estimated $1,795,000 as the fair value of this payable at July 31, 2014, as more fully described in Notes 3 and 7 to the Condensed Consolidated Financial Statements.

Compensation agreements

We have previously entered into various severance contracts with executives of the Company, including our Corporate executive officers and our subsidiary Chief Executive Officers, that defined certain compensation arrangements relating to various employment termination scenarios. In conjunction with the acquisition of the Byrne Medical Business on August 1, 2011, we entered into a three-year employment agreement with an executive officer of the acquired business.

Note 14.         Operating Segments

We are a leading provider of infection prevention and control products and services in the healthcare market. Our products include water purification equipment, sterilants, disinfectants and cleaners, specialized medical device reprocessing systems for endoscopy and renal dialysis, disposable infection control products primarily for dental and GI endoscopy markets, diaylsate concentrates and other dialysis supplies, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for the transport and temperature regulation of infectious and biological specimens.

In accordance with FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”), we have determined our reportable business segments based upon an assessment of product types, organizational structure, customers and internally prepared financial statements. The primary factors used by us in analyzing segment performance are net sales and operating income.

The Company’s segments are as follows:

Endoscopy, which includes medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect flexible endoscopes and other approved devices. Since August 2011, this segment also offers disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures. Additionally, this segment includes technical maintenance service on its products.

Water Purification and Filtration, which includes water purification equipment design and manufacturing, project management, installation, maintenance, deionization and mixing systems, as well as hollow fiber filter devices and ancillary products for high-purity fluid and separation applications for healthcare (with a large concentration in dialysis), pharmaceutical, biotechnology, research, beverage, semiconductor and other commercial industries. Additionally, this segment includes cold sterilant products used to disinfect high-purity water systems.

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Two customers collectively accounted for approximately 45% of our Water Purification and Filtration segment net sales and approximately 15% of our consolidated net sales during the six months ended January 31, 2012.

Healthcare Disposables, which includes single-use infection prevention and control products used principally in the dental market such as face masks, sterilization pouches, patient towels and bibs, self-sealing sterilization pouches, tray covers, surface barriers including eyewear, aprons and gowns, disinfectants, germicidal wipes, hand care products, gloves, sponges, cotton products, cups, needles and syringes, scalpels and blades, and saliva evacuators and ejectors. Beginning February 2011 this segment also offers both a mail-in service and in-office spore test kits for healthcare professionals to verify the performance of their sterilizers.

Four customers collectively accounted for approximately 62% of our Healthcare Disposables segment net sales and approximately 12% of our consolidated net sales during the six months ended January 31, 2012.

Dialysis, which includes disinfection/sterilization reprocessing equipment, sterilants, supplies and concentrates related to hemodialysis treatment of patients with acute kidney failure or chronic kidney failure associated with end-stage renal disease. Additionally, this segment includes technical maintenance service on its products.

One customer accounted for approximately 36% of our Dialysis segment net sales and approximately 10% of our consolidated net sales during the six months ended January 31, 2012.

All Other

In accordance with quantitative thresholds established by ASC 280, we have combined the Therapeutic Filtration, Specialty Packaging and Chemistries operating segments into the All Other reporting segment.

Therapeutic Filtration, which includes hollow fiber filter devices and ancillary products for use in medical applications that are sold to biotech manufacturers and third-party distributors.

Specialty Packaging, which includes specialty packaging and thermal control products, as well as related compliance training, for the safe transport of infectious and biological specimens and thermally sensitive pharmaceutical, medical and other products.

Chemistries, which includes sterilants, disinfectants, detergents and decontamination services used in various applications for infection prevention and control.

The operating segments follow the same accounting policies used for our Condensed Consolidated Financial Statements as described in Note 2 to the 2011 Form 10-K.

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Information as to operating segments is summarized below:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Net sales:
Endoscopy	$	40,379,000		$	27,108,000		$	76,431,000		$	46,808,000
Water Purification and Filtration	25,585,000			24,069,000			50,550,000			44,675,000
Healthcare Disposables	17,926,000			15,345,000			37,332,000			32,666,000
Dialysis	9,111,000			10,188,000			18,278,000			20,008,000
All Other	4,296,000			4,311,000			7,968,000			8,857,000
Total	$	97,297,000		$	81,021,000		$	190,559,000		$	153,014,000
Operating income:
Endoscopy	$	8,457,000		$	4,544,000		$	14,234,000		$	6,579,000
Water Purification and Filtration	2,879,000			1,903,000			5,562,000			3,615,000
Healthcare Disposables	2,613,000			1,748,000			5,609,000			4,618,000
Dialysis	2,158,000			2,690,000			4,361,000			5,263,000
All Other	(194,000		)	295,000			(505,000		)	875,000
	15,913,000			11,180,000			29,261,000			20,950,000
General corporate expenses	(2,752,000		)	(2,321,000		)	(5,320,000		)	(4,277,000		)
Interest expense, net	(976,000		)	(243,000		)	(1,977,000		)	(465,000		)
Other expense	(605,000		)	—			(605,000		)	—
Income before income taxes	$	11,580,000		$	8,616,000		$	21,359,000		$	16,208,000

Note 15.               Legal Proceedings

In the normal course of business, we are subject to pending and threatened legal actions. It is our policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount of anticipated exposure can be reasonably estimated. We do not believe that any of these pending claims or legal actions will have a material effect on our business, financial condition, results of operations or cash flows.

Note 16.               Convertible Notes Receivable

In February 2009, we invested an initial $200,000 in a senior subordinated convertible promissory note issued by BIOSAFE, in connection with BIOSAFE’s grant to us of certain exclusive and non-exclusive license rights to BIOSAFE’s antimicrobial additive. BIOSAFE is the owner of a patented and proprietary antimicrobial agent that is built into the manufacturing of end-products to achieve long-lasting microbial protection on such end-products’ surface. As a result of BIOSAFE’s successful raising of a minimum incremental amount of cash following our investment, we invested an additional $300,000 in notes of BIOSAFE in January 2010 bringing the aggregate investment in BIOSAFE notes to $500,000, as obligated under our agreement with BIOSAFE. We are not obligated to invest any additional funds.

The maturity date of the notes, originally June 30, 2011, and extended (through an amendment to the notes in June 2011) to December 31, 2011, was further extended (through an amendment to the notes in December 2011) to December 31, 2012 (“Maturity Date”). As

32

amended, the interest rate of the notes is 8% per annum through June 8, 2011 and 12% per annum thereafter. The entire principal amount and accrued interest are automatically payable in a newly-created series of preferred stock issued upon the closing of BIOSAFE’s next round financing on or before the Maturity Date (“Next Round Financing”) based on a conversion formula.

If the Next Round Financing fails to occur by the Maturity Date, the notes, both principal and interest, will be payable in cash and the automatic conversion will no longer apply. Additionally, during the 30-day period following the Maturity Date, we may elect to convert the principal and all accrued interest into shares of common stock of BIOSAFE at a price per share equal to 50% of the fair market value (the “Discount Rate”). The Discount Rate, originally 70% was reduced to 60% in connection with the initial amendment of the notes and further reduced to 50% in connection with the second amendment of the notes. No further interest will accrue if we make such election. As of February 29, 2012, the Next Round Financing has not occurred.

In connection with our investment, we entered into a license agreement with BIOSAFE under which we will pay BIOSAFE a fixed royalty percentage of sales of our products containing BIOSAFE’s antimicrobial formulation.

This investment, together with the accrued interest of $105,000, is included within other assets in our Condensed Consolidated Balance Sheets at July 31, 2011. At January 31, 2012, we evaluated this investment for potential impairment and determined that repayment of the notes and accrued interest was unlikely primarily due to BIOSAFE’s inability to obtain the Next Round Financing and our assessment of BIOSAFE’s going concern. Accordingly, we deemed the investment, together with accrued interest, fully impaired and recorded a loss of $605,000, which was recorded as other expense and a reduction in other assets in the Condensed Consolidated Financial Statements.  In addition, due to the inability to currently deduct a capital loss and the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of this investment.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand Cantel Medical Corp. (“Cantel”). The MD&A is provided as a supplement to and should be read in conjunction with our financial statements and the accompanying notes. Our MD&A includes the following sections:

Overview provides a brief description of our business and a summary of significant activity that has affected or may affect our results of operations and financial condition.

Results of Operations provides a discussion of the consolidated results of operations for the three and six months ended January 31, 2012 compared with the three and six months ended January 31, 2011.

Liquidity and Capital Resources provides an overview of our working capital, cash flows, contractual obligations, financing and foreign currency activities.

Critical Accounting Policies provides a discussion of our accounting policies that require critical judgments, assumptions and estimates.

Forward-Looking Statements provides a discussion of cautionary factors that may affect future results.

Overview

Cantel is a leading provider of infection prevention and control products and services in the healthcare market, specializing in the following operating segments:

·Endoscopy: Medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect flexible endoscopes. Beginning in August 2011, this segment also offers disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures.

·Water Purification and Filtration: Water purification equipment and services, filtration and separation products, and disinfectants for the medical, pharmaceutical, biotech, beverage and commercial industrial markets.

·Healthcare Disposables: Single-use, infection prevention and control products used principally in the dental market including face masks, sterilization pouches, towels and bibs, tray covers, saliva ejectors, germicidal wipes, plastic cups, and disinfectants. Beginning in February 2011 this segment also offers both a mail-in service and in-office spore test kits for healthcare professionals to verify the performance of their sterilizers.

·Dialysis: Medical device reprocessing systems, sterilants/disinfectants, dialysate concentrates and other supplies for renal dialysis.

·Therapeutic Filtration: Hollow fiber membrane filtration and separation technologies for medical applications. (Included in the All Other reporting segment.)

·Specialty Packaging: Specialty packaging and thermal control products, as well as related compliance training, for the transport of infectious and biological specimens and thermally sensitive pharmaceutical, medical and other products. (Included in the All Other reporting segment.)

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·Chemistries:  Sterilants, disinfectants, detergents and decontamination services used in various applications for infection prevention and control. (Included in the All Other reporting segment.)

Most of our equipment, consumables and supplies are used to help prevent or control the occurrence or spread of infections.

See our Annual Report on Form 10-K for the fiscal year ended July 31, 2011 (the “2011 Form 10-K”) and our Condensed Consolidated Financial Statements for additional financial information regarding our reporting segments.

Significant Activity

(i)For the three and six months ended January 31, 2012 compared with the three and six months ended January 31, 2011, net sales increased by 20.1% and 24.5%, respectively, and net income increased by 27.5% and 26.4%, respectively, to record levels for a three and six month period. We continue to benefit from having a broad portfolio of infection prevention and control products sold into diverse business segments, where approximately 70% of our net sales are attributable to consumable products and service. The primary factors that contributed to this financial performance, as further described elsewhere in this MD&A, were as follows:

·increased sales and net income, inclusive of acquisition related costs, acquisition related fair value adjustments and higher interest expense, as a result of our acquisition of the business and substantially all of the assets of Byrne Medical, Inc. (“BMI”), which is included in our Endoscopy segment, as more fully described in Note 3 to the Condensed Consolidated Financial Statements,

·significant increases in sales volume of endoscope reprocessing consumable products and services as a result of the increased field population of equipment,

·improved sales and profitability in our Water Purification and Filtration segment primarily relating to increased sales of our capital equipment and service in the dialysis industry and the impact of our acquisition of the United States water purification business of Gambro Renal Products, Inc. (“GRP”) and a Swedish-based affiliate of GRP (the “Gambro Business” or the “Gambro Acquisition”) on October 6, 2010, as more fully described in Note 3 to the Condensed Consolidated Financial Statements, and

·improved sales and profitability in our Healthcare Disposables segment due to increased demand for our face masks and sterilization accessories.

The above factors were partially offset by:

·decreases in net sales and profitability in our Therapeutic Filtration, Chemistries and Dialysis operating segments,

·increased investment in research and development activities and

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·the impairment of an investment, as more fully described in Note 16 to the Condensed Consolidated Financial Statements and elsewhere in this MD&A.

(ii)We sell our dialysis products to a concentrated number of customers. Sales in our Dialysis segment were adversely impacted by the continued loss of some lower margin dialysate concentrate business as a result of the highly competitive and price sensitive market for such product, as well as the decrease in demand for our Renatron® reprocessing equipment, sterilants and reprocessing supplies, as more fully described elsewhere in this MD&A. This reduction in dialysis sales has reduced overall profitability in this segment. Our market for dialysis reprocessing products is limited to dialysis centers that reuse dialyzers, which market has been decreasing in the United States despite the environmental advantages and our belief that the per-procedure cost of reuse dialyzers is more economical than single-use dialyzers. A further decrease in the market for dialysis concentrate and reprocessing products is likely to result in continued loss of net sales and a lower level of profitability in this segment in the future. See “Risk Factors” in our 2011 Form 10-K for a discussion of our Dialysis segment.

(iii)On August 1, 2011 our Minntech subsidiary acquired the business and substantially all of the assets of BMI, as more fully described in Note 3 to the Condensed Consolidated Financial Statements. Certain components of the acquisition’s purchase price were recorded at fair value and will be continually re-measured at each balance sheet date, which has the potential for creating earnings volatility in the future as further described elsewhere in this MD&A and in Notes 3 and 7 to the Condensed Consolidated Financial Statements.

(iv)In conjunction with the acquisition of the business and substantially all of the assets of BMI (the “Byrne Medical Business”) and the impending expiration of our existing credit facility, we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 with our senior lenders to fund the cash consideration paid and the costs associated with the acquisition, as well as to refinance our working capital credit facilities under an existing credit agreement, as more fully described elsewhere in this MD&A and in Notes 3 and 10 to the Condensed Consolidated Financial Statements.

(v)In our prior fiscal year, we acquired the Gambro Business on October 6, 2010 and the sterilization monitoring business of ConFirm Monitoring Systems, Inc. (the “ConFirm Monitoring Business” or the “ConFirm Acquisition”) on February 11, 2011, as more fully described in Note 3 to the Condensed Consolidated Financial Statements.

(vi)The Company issued 9,955,000 additional shares of common stock in connection with a three-for-two stock split effected in the form of a 50% stock dividend paid on February 1, 2012 to stockholders of record on January 23, 2012, as more fully described elsewhere in this MD&A.

(vii)On October 21, 2011, we announced an increase in the semiannual cash dividend to $0.0467 per share ($0.07 per share on a pre-split basis) of outstanding common stock, which was paid on January 31, 2012 to shareholders of record at the close of

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business on January 17, 2012, as more fully described elsewhere in this MD&A.

Results of Operations

The results of operations described below reflect the operating results of Cantel and its wholly-owned subsidiaries.

Since the acquisition of the Byrne Medical Business was completed on August 1, 2011, its results of operations are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011.

Since the acquisition of the ConFirm Monitoring Business was consummated on February 11, 2011, its results of operations are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011.

Since the Gambro Acquisition was completed on October 6, 2010, its results of operations are included in our results of operations for the three and six months ended January 31, 2012, the three months ended January 31, 2011 and the portion of the six months ended January 31, 2011 subsequent to its acquisition date.

The following discussion should also be read in conjunction with our 2011 Form 10-K.

The following table gives information as to the net sales and the percentage to the total net sales for each of our reporting segments:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
	(Dollar Amounts in Thousands)
	$		%	$		%	$		%	$		%
Endoscopy	$	40,379	41.5	$	27,108	33.5	$	76,431	40.1	$	46,808	30.6
Water Purification and Filtration	25,585		26.3	24,069		29.7	50,550		26.5	44,675		29.2
Healthcare Disposables	17,926		18.4	15,345		18.9	37,332		19.6	32,666		21.3
Dialysis	9,111		9.4	10,188		12.6	18,278		9.6	20,008		13.1
All Other	4,296		4.4	4,311		5.3	7,968		4.2	8,857		5.8
	$	97,297	100.0	$	81,021	100.0	$	190,559	100.0	$	153,014	100.0

Net Sales

Net sales increased by $16,276,000, or 20.1%, to $97,297,000 for the three months ended January 31, 2012 from $81,021,000 for the three months ended January 31, 2011.

Net sales increased by $37,545,000, or 24.5%, to $190,559,000 for the six months ended January 31, 2012 from $153,014,000 for the six months ended January 31, 2011.

The increase in net sales for the three and six months ended January 31, 2012 was principally attributable to increases in sales of endoscopy products and services, healthcare disposables products and water purification and filtration products and services, partially offset by decreases in sales of

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dialysis products, and with the respect to the six months ended January 31, 2012 therapeutic filtration products.

Net sales of endoscopy products and services increased by $13,271,000, or 49.0%, and $29,623,000, or 63.3%, for the three and six months ended January 31, 2012, respectively, compared with the three and six months ended January 31, 2011, primarily due to (i) net sales for the three and six months ended January 31, 2012 of $12,147,000 and $23,639,000, respectively, due to the acquisition of the Byrne Medical Business on August 1, 2011 and (ii) increases in demand in the United States for our disinfectants, service, consumables and equipment accessories due to the significant increase in the installed base of endoscope reprocessing equipment as a result of our previous investments in new product offerings and sales and marketing programs. Additionally, demand for our endoscope reprocessing equipment had been elevated during the second half of fiscal 2011 and the three months ended October 31, 2011 partially due to regulatory issues experienced by a major competitor. During the three months ended January 31, 2012, this elevated level of capital equipment sales began to return to a level that existed prior to the second half of fiscal 2011. However, we expect disinfectants, service, consumables and equipment accessories to continue to benefit from the increased installed base of endoscope reprocessing equipment. Partially offsetting these increases were lower selling prices, which adversely impacted net sales for the three and six months ended January 31, 2012 by approximately $105,000 and $600,000, respectively.

Net sales of healthcare disposables products increased by $2,581,000, or 16.8%, and $4,666,000, or 14.3%, for the three and six months ended January 31, 2012, respectively, compared with the three and six months ended January 31, 2011, principally due to (i) incremental net sales of approximately $1,197,000 and $2,205,000 for the three and six months ended January 31, 2012, respectively, attributable to the prior year acquisition of the ConFirm Monitoring Business on February 11, 2011, (ii) an increase in customer demand for our face masks and sterilization accessories and (iii) higher selling prices, which favorably impacted net sales for the three and six months ended January 31, 2012 by approximately $311,000 and $921,000, respectively, and were implemented to offset the rising cost of raw materials.

Net sales of water purification and filtration products and services increased by $1,516,000, or 6.3%, and $ 5,875,000, or 13.2%, for the three and six months ended January 31, 2012, respectively, compared with the three and six months ended January 31, 2011, primarily due to (i) incremental net sales attributable to the prior year acquisition of the Gambro Business on October 6, 2010, (ii) increases in demand for our capital equipment and service in the dialysis industry and (iii) higher selling prices of our water purification products and services, which favorably impacted net sales for the three and six months ended January 31, 2012 by approximately $670,000 and $1,160,000, respectively. Partially offsetting these increases was a decrease in demand for capital equipment used for commercial and industrial applications.

Net sales of dialysis products and services decreased by 10.6% and 8.6% for the three and six months ended January 31, 2012, respectively, compared with the three and six months ended January 31, 2011 primarily due to (i) the expected adverse impact of losing some dialysate concentrate business (a concentrated acid or bicarbonate used to prepare dialysate, a chemical solution that draws waste products from a patient’s blood through a dialyzer membrane during hemodialysis treatment) from domestic customers as a result of the highly competitive and price sensitive market for this lower margin commodity product and (ii) a decrease in demand in the United States (including a decrease from our largest dialysis customer, DaVita, Inc. (“DaVita”)) for our Renatron dialyzer reprocessing equipment, sterilants and reprocessing supplies. Due to

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sales price decreases by some of our competitors, we expect a continued decrease in net sales of our lower margin dialysate concentrate product in the future as we elect not to pursue unprofitable concentrate sales. Furthermore, Fresenius Medical Care (“Fresenius”), the largest dialysis provider chain in the United States, manufactures dialysate concentrate themselves and no longer purchases that product from us. Our market for dialysis reprocessing products is limited to dialysis centers that reuse dialyzers, which market has been decreasing in the United States despite the environmental advantages and our belief that the per-procedure cost of reuse dialyzers is more economical than single-use dialyzers. The shift from reusable to single-use dialyzers is principally due to the lowering cost of single-use dialyzers, the ease of using a dialyzer one time, and the commitment of Fresenius, a manufacturer of single-use dialyzers, to convert dialysis clinics performing reuse to single-use facilities. In addition, DaVita has been evaluating the economics and other factors associated with single-use versus reuse on a market-by-market basis. This evaluation has resulted in the conversion by DaVita of certain clinics from reuse to single-use and in many cases the opening of new clinics as single-use clinics. A further decrease in the market for dialysis concentrate and reprocessing products is likely to result in continued loss of net sales and a lower level of profitability in this segment in the future. Additionally, our Dialysis segment is highly dependent upon DaVita as a customer and any further shift by this customer away from reuse would have a material adverse effect on our Dialysis segment net sales. Changes in selling prices of our dialysis products did not have a significant effect on net sales for the three and six months ended January 31, 2012 compared with the three and six months ended January 31, 2011.

Net sales in the All Other reporting segment was comparable for the three months ended January 31, 2012 compared with the three months ended January 31, 2011, and decreased by $889,000, or 10.0%, for the six months ended January 31, 2012 compared with the six months ended January 31, 2011. The decrease was primarily the result of a decrease of $680,000 in net sales in our Therapeutic Filtration operating segment due to (i) a decrease in international demand for our hemofilter products (a device used to perform hemofiltration in a slow, continuous blood filtration therapy used to control fluid overload and acute renal failure in unstable, critically ill patients who cannot tolerate the rapid filtration rates of conventional hemodialysis) and (ii) a reduction in higher margin sales in the United States of filters manufactured by us on an OEM basis for a single customer’s hydration system as a result of our customer phasing out the use of our filters in the prior year. Increases in selling prices of our therapeutic filtration, specialty packaging and chemistries products did not have a significant effect on net sales in the All Other segment for the three and six months ended January 31, 2012 compared with the three and six months ended January 31, 2011. The decrease in net sales of our Therapeutic Filtration operating segment along with increased selling expenses in our Chemistries segment were the primary contributors to the significant decrease in operating income in the All Other reporting segment.

Gross profit

Gross profit increased by $9,429,000, or 30.0%, to $40,821,000 for the three months ended January 31, 2012 from $31,392,000 for the three months ended January 31, 2011. Gross profit as a percentage of net sales for the three months ended January 31, 2012 and 2011 was 42.0% and 38.7%, respectively.

Gross profit increased by $19,187,000, or 32.2%, to $78,771,000 for the six months ended January 31, 2012 from $59,584,000 for the six months ended January 31, 2011. Gross profit as a percentage of net sales for the three months ended January 31, 2012 and 2011 was 41.3% and 38.9%, respectively.

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Gross profit as a percentage of net sales for the three and six months ended January 31, 2012 increased compared with the three and six months ended January 31, 2011 primarily due to (i) the acquisition of the Byrne Medical Business, which contributed $8,013,000 and $14,829,000 in gross profit (but was adversely impacted by a $893,000 one-time acquisition accounting charge related to the acquired inventory during the first half of the six months ended January 31, 2012), and as a percentage of net sales was 66.0% and 62.7% for the three and six months ended January 31, 2012, respectively, and (ii) more favorable sales mix due to increases in sales volume of certain higher margin products such as sterilants in our Endoscopy segment and face masks in our Healthcare Disposables segment. These favorable factors were partially offset by an increase in raw materials and distribution costs primarily in our Healthcare Disposables segment due to the higher price of oil.

We cannot provide assurances that our gross profit percentage will not be adversely affected in the future (i) by price competition in certain of our segments such as Healthcare Disposables, Endoscopy and Dialysis, (ii) by uncertainties associated with our product mix, (iii) if raw materials and distribution costs increase and we are unable to implement price increases or (iv) by the impact of legislation relating to the Patient Protection and Affordable Health Care Act and the Health Care Education Reconciliation Act which provides for a 2.3% annual excise tax on the sales of certain medical devices in the United States commencing in January 2013. Additionally, despite expensive shipping costs, some of our competitors manufacture certain healthcare disposable products in China and Southeast Asia due to lower overall costs. Although we believe the quality of our healthcare disposable products, which are generally produced in the United States, are superior to similar products produced in China and Southeast Asia, we expect to experience significant pricing pressure that will adversely affect our gross profit in the future in our Healthcare Disposables segment as a result of low cost competition from products produced in China and Southeast Asia.

Operating Expenses

Selling expenses increased by $2,478,000, or 23.0%, to $13,270,000 for the three months ended January 31, 2012 from $10,792,000 for the three months ended January 31, 2011. For the six months ended January 31, 2012, selling expenses increased by $5,770,000, or 28.3%, to $26,193,000 from $20,423,000 for the six months ended January 31, 2011. These increases were primarily due to the inclusion of $2,708,000 and $5,148,000 of selling expenses relating to the Byrne Medical Business for the three and six months ended January 31, 2012, respectively.

Selling expenses as a percentage of net sales were 13.6% and 13.3% for the three months ended January 31, 2012 and 2011, respectively, and 13.7% and 13.3% for the six months ended January 31, 2012 and 2011, respectively. The increase in our selling expense as a percentage of net sales was primarily attributable to the inclusion of the higher selling cost structure of the Byrne Medical Business operation.

General and administrative expenses increased by $1,786,000, or 17.3%, to $12,092,000 for the three months ended January 31, 2012, from $10,306,000 for the three months ended January 31, 2011, primarily due to (i) the inclusion of $1,529,000 of general and administrative expenses relating to the Byrne Medical Business, which includes approximately $904,000 in amortization of intangible assets, partially offset by a $523,000 reduction in expenses relating to fair value adjustments of contingent consideration and a price floor financial instrument as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements and (ii) approximately $537,000 in

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compensation expense (exclusive of the acquired Byrne Medical Business) relating to annual salary raises, additional administrative personnel, employee benefit costs and stock-based compensation expense, including $309,000 in additional stock-based compensation related to an employment termination which required us to accelerate the vesting of certain stock options and restricted shares.

General and administrative expenses increased by $4,770,000, or 24.6%, to $24,194,000 for the six months ended January 31, 2012, from $19,424,000 for the six months ended January 31, 2011, primarily due to (i) the inclusion of $3,573,000 of general and administrative expenses relating to the Byrne Medical Business, which includes approximately $1,809,000 in amortization of intangible assets and $626,000 in acquisition related expenses, partially offset by a $1,005,000 reduction in expenses relating to fair value adjustments of contingent consideration and a price floor financial instrument as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements and (ii) approximately $1,337,000 in compensation expense (exclusive of the acquired Byrne Medical Business) relating to annual salary raises, additional administrative personnel, employee benefit costs and stock-based compensation expense, including $309,000 in additional stock-based compensation related to an employment termination which required us to accelerate the vesting of certain stock options and restricted shares.

General and administrative expenses as a percentage of net sales were 12.4% and 12.7% for the three months ended January 31, 2012 and 2011, respectively, and 12.7% for both the six months ended January 31, 2012 and 2011.

Research and development expenses (which include continuing engineering costs) increased by $863,000, or 60.1%, to $2,298,000 for the three months ended January 31, 2012 from $1,435,000 for the three months ended January 31, 2011. For the six months ended January 31, 2012, research and development expenses increased by $1,379,000, or 45.0%, to $4,443,000 from $3,064,000 for the six months ended January 31, 2011. These increases were primarily due to development work on certain new products in our Endoscopy segment. For the remainder of fiscal 2012, we intend to continue our acceleration of investments in research and development.

Interest

Interest expense increased by $738,000 to $1,000,000 for the three months ended January 31, 2012 from $262,000 for the three months ended January 31, 2011. For the six months ended January 31, 2012, interest expense increased by $1,528,000 to $2,031,000, from $503,000 for the six months ended January 31, 2011.  These increases were primarily due to increases in average outstanding borrowings and average interest rates relating to the August 1, 2011 acquisition of the Byrne Medical Business, as further described elsewhere in this MD&A and in Notes 3 and 10 to the Condensed Consolidated Financial Statements.

Interest income increased by $5,000 to $24,000 for the three months ended January 31, 2012, from $19,000 for the three months ended January 31, 2011. For the six months ended January 31, 2012, interest income increased by $16,000 to $54,000, from $38,000 for the six months ended January 31, 2011.

Other expense

For the three and six months ended January 31, 2012, a $605,000 loss was recorded in other expense relating to the impairment of our investment in senior subordinated convertible

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promissory notes issued by BIOSAFE, Inc. (“BIOSAFE”), as more fully described elsewhere in this MD&A.

Income taxes

The consolidated effective tax rate was 36.7% and 34.0% for the six months ended January 31, 2012 and 2011, respectively. The increase in the consolidated effective tax rate was principally due to the geographic mix of pre-tax income and the unfavorable impact of recording a loss relating to the impairment of an investment, as described below.

The majority of our income before income taxes was generated from our United States operations, which had an overall effective tax rate of 37.3% and 35.5% for the six months ended January 31, 2012 and 2011, respectively. Approximately 97% of our income before income taxes was generated from our United States operations for the six months ended January 31, 2012 compared with approximately 90% of our income before income taxes in the prior year period. In addition, due to the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of our BIOSAFE investment, as more fully described elsewhere in this MD&A, thereby adversely affecting our overall United States effective tax rate for the six months ended January 31, 2012.

Approximately 2% of our income before income taxes was generated from our Canadian operations for the six months ended January 31, 2012 compared with approximately 7% of our income before income taxes in the prior year period. Our Canadian operations had an overall effective tax rate of 27.9% and 28.3% for the six months ended January 31, 2012 and 2011, respectively. The low overall effective tax rates for both periods were due to the low corporate tax structure in Canada.

For the six months ended January 31, 2012, approximately 1% of our income before income taxes was generated from our operations in Singapore, a country with a low corporate tax structure, compared with approximately 2% of our income before income taxes for the six months ended January 31, 2011. The overall effective tax rate for our Singapore operation was 18.6% and 14.2% for the six months ended January 31, 2012 and 2011, respectively.

Our subsidiary in Japan generated a small profit for the six months ended January 31, 2012 compared with a profit that was approximately 1% of our income before income taxes for the six months ended January 31, 2011. Due to the existence of net operating loss carryforwards, we recorded no income taxes for the six months ended January 31, 2012 and 2011, which had a more favorable impact on our consolidated effective tax rate in the prior year due to the larger profit generated by our Japan subsidiary for the six months ended January 31, 2011.

The results of operations for our Netherlands subsidiary did not have a significant impact on our overall effective tax rate for the six months ended January 31, 2012 and 2011 due to the size of income before income taxes generated from this operation.

We record liabilities for an unrecognized tax benefit when a tax benefit for an uncertain tax position is taken or expected to be taken on a tax return, but is not recognized in our Condensed Consolidated Financial Statements because it does not meet the more-likely-than-not recognition threshold that the uncertain tax position would be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood

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of being realized upon settlement with the tax authorities. Some of our unrecognized tax benefits originated from acquisitions. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. However, if our unrecognized tax benefits are recognized in our financial statements in future periods, there would not be a significant impact to our overall effective tax rate due to the size of the unrecognized tax benefits in relation to our income before income taxes. Except for decreases due to the lapse of applicable statutes of limitation, we do not expect such unrecognized tax benefits to significantly decrease or increase in the next twelve months.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

	Unrecognized
	Tax Benefits
Unrecognized tax benefits on July 31, 2010	$	208,000
Increase for current period tax position	124,000
Lapse of statute of limitations	(141,000		)
Unrecognized tax benefits on July 31, 2011	191,000
Activity during the six months ended January 31, 2012	—
Unrecognized tax benefits on January 31, 2012	$	191,000

Generally, the Company is no longer subject to federal, state or foreign income tax examinations for fiscal years ended prior to July 31, 2005.

Our policy is to record potential interest and penalties related to income tax positions in interest expense and general and administrative expense, respectively, in our Condensed Consolidated Financial Statements. However, such amounts have been relatively insignificant due to the amount of our unrecognized tax benefits relating to uncertain tax positions.

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Stock-Based Compensation

The following table shows the income statement components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Income:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Cost of sales	$	57,000		$	32,000		$	90,000		$	70,000
Operating expenses:
Selling	113,000			101,000			191,000			216,000
General and administrative	1,199,000			777,000			2,012,000			1,381,000
Research and development	13,000			7,000			20,000			15,000
Total operating expenses	1,325,000			885,000			2,223,000			1,612,000
Stock-based compensation before income taxes	1,382,000			917,000			2,313,000			1,682,000
Income tax benefits	(495,000		)	(333,000		)	(826,000		)	(608,000		)
Total stock-based compensation expense, net of tax	$	887,000		$	584,000		$	1,487,000		$	1,074,000
Decrease in earnings per common share due to stock-based compensation:
Basic	$	0.03		$	0.02		$	0.06		$	0.04
Diluted	$	0.03		$	0.02		$	0.05		$	0.04

The above stock-based compensation expense before income taxes was recorded in the Condensed Consolidated Financial Statements as stock-based compensation expense and an increase to additional paid-in capital. The related income tax benefits were recorded as an increase to long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and a reduction to income tax expense. In January 2012, in connection with an employment termination, we were required to accelerate the vesting of certain stock options and restricted shares resulting in an additional $309,000 of stock-based compensation expense recorded in general and administrative expenses in the Condensed Consolidated Statements of Income for the three and six months ended January 31, 2012.

The stock-based compensation expense recorded in the Condensed Consolidated Financial Statements may not be representative of the effect of stock-based compensation expense in future periods due to the level of awards issued in past years (which level may not be similar in the future), modifications of existing awards, accelerated vesting related to certain employment terminations and assumptions used in determining estimated forfeitures. We determine the fair value of each stock award using the closing market price of our common stock on the date of grant. If the market price of our common stock increases or factors change and we employ different assumptions in the application of Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” (“ASC 718”), the compensation expense that we would record for future stock awards may differ significantly from what we have recorded in the current period.

All of our stock options and stock awards (which consist only of restricted shares) are subject to graded vesting in which portions of the award vest at different times during the vesting period, as opposed to awards that vest at the end of the vesting period. We recognize

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compensation expense for awards subject to graded vesting using the straight-line basis over the vesting period, reduced by estimated forfeitures. At January 31, 2012, total unrecognized stock-based compensation expense before income taxes related to total nonvested stock options and stock awards was $6,048,000 with a remaining weighted average period of 20 months over which such expense is expected to be recognized.

If certain criteria are met when options are exercised or restricted stock becomes vested, the Company is allowed a deduction on its United States income tax return. Accordingly, we account for the income tax effect on such income tax deductions as a reduction of previously recorded long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and as a reduction of income taxes payable, with differences between actual tax deductions and the previously recorded long-term deferred income tax assets recorded as additional paid-in capital. For the six months ended January 31, 2012 and 2011, such income tax deductions reduced income taxes payable by $1,496,000 and $833,000, respectively, and increased additional paid-in capital by $662,000 and $232,000.

We classify the cash flows resulting from excess tax benefits as financing cash flows on our Condensed Consolidated Statements of Cash Flows. Excess tax benefits arise when the ultimate tax effect of the deduction for tax purposes is greater than the tax benefit on stock compensation expense which was determined based upon the award’s fair value at the time the award is granted.

Liquidity and Capital Resources

Working capital

At January 31, 2012, our working capital was $71,001,000, compared with $67,913,000 at July 31, 2011.

Cash flows from operating activities

Net cash provided by operating activities was $19,838,000 and $11,374,000 for the six months ended January 31, 2012 and 2011, respectively. For the six months ended January 31, 2012, the net cash provided by operating activities was primarily due to net income (after adjusting for depreciation, amortization, stock-based compensation expense and deferred taxes) and a decrease in accounts receivable (due to strong collections of receivables in the Endoscopy segment), partially offset by a decrease in accounts payable and other current liabilities (due primarily to the timing associated with incentive compensation and vendor payments) and increases in inventories (due to planned strategic increases in stock levels of certain products primarily in our Endoscopy and Water Purification and Filtration segments).

For the six months ended January 31, 2011, the net cash provided by operating activities was primarily due to net income (after adjusting for depreciation, amortization, stock-based compensation expense and deferred taxes) and an increase in accounts payable and other current liabilities (due primarily to the timing associated with vendor and incentive compensation payments), partially offset by an increase in accounts receivable (primarily due to strong sales of Endoscopy products and services in the three months ended January 31, 2011).

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Cash flows from investing activities

Net cash used in investing activities was $98,857,000 and $24,538,000 for the six months ended January 31, 2012 and 2011, respectively. For the six months ended January 31, 2012, the net cash used in investing activities was primarily for the acquisition of the Byrne Medical Business and to a lesser extent, capital expenditures. For the six months ended January 31, 2011, the net cash used in investing activities was primarily for the acquisition of Gambro Water as well as capital expenditures.

Cash flows from financing activities

Net cash provided by financing activities was $82,445,000 and $6,566,000 for the six months ended January 31, 2012 and 2011, respectively. For the six months ended January 31, 2012, the net cash provided by financing activities was due primarily to borrowings under our credit facilities relating to the acquisition of the Byrne Medical Business and proceeds from the exercises of stock options, partially offset by repayments under our credit facilities and the payment of a dividend to our shareholders. For the six months ended January 31, 2011, the net cash provided by financing activities was due primarily to a borrowing under our revolving credit facility relating to the Gambro Acquisition and proceeds from the exercises of stock options, partially offset by repayments under our credit facilities and the payment of a dividend to our shareholders.

Dividends

On October 21, 2011, we announced an increase in the semiannual cash dividend to $0.0467 per share ($0.07 per share on a pre-split basis) of outstanding common stock, which was paid on January 31, 2012 to shareholders of record at the close of business on January 17, 2012. Future declaration of dividends and the establishment of future record and payment dates are subject to the final determination of the Company’s Board of Directors.

On February 1, 2012, the Company issued 9,955,000 additional shares of common stock in connection with a three-for-two stock split effected in the form of a 50% stock dividend paid on February 1, 2012 to stockholders of record on January 23, 2012.

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Long-term contractual obligations

As of January 31, 2012, aggregate annual required payments over the remaining fiscal year, the next four years and thereafter under our contractual obligations that have long-term components were as follows:

	Six Months
	Ending
	July 31,		Year Ending July 31,
	2012		2013		2014		2015		2016		Thereafter		Total
	(Amounts in thousands)
Maturities of the credit facilities	$	5,000	$	10,000	$	10,000	$	10,000	$	10,000	$	63,000	$	108,000
Expected interest payments under the credit facilities (1)	1,592		2,957		2,654		2,351		2,048		5		11,607
Minimum commitments under noncancelable operating leases	1,726		2,962		2,583		2,014		1,244		5,112		15,641
Deferred compensation and other	48		36		35		36		36		93		284
Acquisitions payable	1,372		1,700		1,200		1,795		—		—		6,067
Compensation agreements	1,429		2,055		450		150		150		75		4,309
Total contractual obligations	$	11,167	$	19,710	$	16,922	$	16,346	$	13,478	$	68,285	$	145,908

(1) The expected interest payments under the term and revolving credit facilities reflect interest rates of 3.03% and 2.99%, respectively, which were our weighted average interest rates on outstanding borrowings at January 31, 2012.

New U.S. Credit Agreement

In conjunction with the acquisition of the Byrne Medical Business and the impending expiration of our existing revolving credit facility (“Existing Revolver Facility”), we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 (the “New U.S. Credit Agreement”) with our existing consortium of senior lenders to fund the cash consideration paid and the costs associated with the acquisition, as well as to refinance our Existing Revolver Facility. The New U.S. Credit Agreement includes (i) a five-year $100,000,000 senior secured revolving credit facility with sublimits of up to $20,000,000 for letters of credit and up to $5,000,000 for swing line loans (the “Revolving Credit Facility”) and (ii) a $50,000,000 senior secured term loan facility (the “Term Loan Facility”). The New U.S. Credit Agreement expires on August 1, 2016. Amounts we repay under the Term Loan Facility may not be reborrowed. Subject to the satisfaction of certain conditions precedent, the Company may from time to time increase the Revolving Credit Facility by an aggregate amount not to exceed $50,000,000 without the consent of the lenders. The senior lenders include Bank of America (the lead bank and administrative agent), PNC Bank, National Association, and Wells Fargo Bank, National Association. Debt issuance costs relating to the New U.S. Credit Agreement were recorded in other assets and are being amortized over the life of the credit facilities. Such unamortized debt issuance costs amounted to approximately $1,240,000 at January 31, 2012.

Borrowings under the New U.S. Credit Agreement bear interest at rates ranging from 0.25% to 2.00% above the lender’s base rate, or at rates ranging from 1.25% to 3.00% above the London Interbank Offered Rate (“LIBOR”), depending upon the Company’s “Consolidated Leverage Ratio,” which is defined as the consolidated ratio of total funded debt to earnings before interest, taxes, depreciation and amortization, and as further adjusted under the terms of the New

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U.S. Credit Agreement (“Consolidated EBITDA”). At February 29, 2012, the lender’s base rate was 3.25% and the LIBOR rates ranged from 0.26% to 0.90%. The margins applicable to our outstanding borrowings were 1.25% above the lender’s base rate or 2.25% above LIBOR. All of our outstanding borrowings were under LIBOR contracts at February 29, 2012.

In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%. The New U.S. Credit Agreement also provides for fees on the unused portion of our facilities at rates ranging from 0.25% to 0.50%, depending upon our Consolidated Leverage Ratio; such rate was 0.40% at February 29, 2012.

The principal amounts of the Term Loan Facility are to be paid in twenty consecutive quarterly installments of $2,500,000 each beginning on September 30, 2011.  The New U.S. Credit Agreement permits us to make optional prepayments of loans at any time without premium or penalty other than customary LIBOR breakage fees. We are required to make mandatory prepayments of amounts outstanding under the New U.S. Credit Agreement of: (i) 100% of the net proceeds received from certain sales or other dispositions of all or any part of the Company and its subsidiaries’ assets, (ii) 100% of certain insurance and condemnation proceeds received by the Company or any of its subsidiaries, (iii) subject to certain exceptions, 100% of the net cash proceeds received by the Company or any of its subsidiaries from the issuance or occurrence of any indebtedness of the Company or any of its subsidiaries, and (iv) subject to certain exceptions, 100% of the net proceeds of the sale of certain equity.

The New U.S. Credit Agreement contains affirmative and negative covenants reasonably customary for similar credit facilities and is secured by (i) substantially all assets of Cantel and its United States-based subsidiaries (including Minntech, Mar Cor, Crosstex, and Strong Dental Products, Inc.) and (ii) a pledge by Cantel of all of the outstanding shares of Minntech, Mar Cor, Crosstex and Strong Dental owned by Cantel and 65% of the outstanding shares of Cantel’s foreign-based subsidiaries. We are in compliance with all financial and other covenants under the New U.S. Credit Agreement.

On January 31, 2012, we had $108,000,000 of outstanding borrowings under the New U.S. Credit Agreement, which consisted of $45,000,000 and $63,000,000 under the Term Loan Facility and the Revolving Credit Facility, respectively, and $37,000,000 was available to be borrowed under our Revolving Credit Facility.  In February, we repaid an additional $1,000,000 under the Revolving Credit Facility decreasing our total outstanding borrowings to $107,000,000 at February 29, 2012.

Operating leases

Minimum commitments under operating leases include minimum rental commitments for

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our leased manufacturing facilities, warehouses, office space and equipment.

Deferred compensation and other

Deferred compensation and other includes deferred compensation arrangements for certain former Minntech directors and officers and is recorded in other long-term liabilities.

Acquisitions payable

In connection with the acquisition of the Gambro Business, as more fully described in Note 3 to the Condensed Consolidated Financial Statements, a portion of the purchase price amounting to $3,100,000 is payable in six equal quarterly payments beginning January 2011 and ending April 2012. As of January 31, 2012, $517,000 of the $3,100,000 remains payable. In addition, in connection with the acquisition of ConFirm, as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements, contingent consideration of $855,000 is payable based on the achievement of a contractually specified sales level for the one year period ended January 31, 2012.

In connection with the acquisition of the Byrne Medical Business, we estimated $2,900,000 at January 31, 2011 as the fair value of contingent consideration payable over two years based on the achievement by the acquired business of certain targeted amounts of gross profit. In addition, we agreed that if the aggregate value of the $10,000,000 of Cantel common stock issued as part of the consideration used to acquire the Byrne Medical Business is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014), subject to certain conditions and limitations. Accordingly, at January 31, 2012, we have estimated $1,795,000 as the fair value of this payable at July 31, 2014, as more fully described in Notes 3 and 7 to the Condensed Consolidated Financial Statements.

Compensation agreements

We have previously entered into various severance contracts with executives of the Company, including our Corporate executive officers and our subsidiary Chief Executive Officers, that defined certain compensation arrangements relating to various employment termination scenarios. In conjunction with the acquisition of the Byrne Medical Business on August 1, 2011, we entered into a three-year employment agreement with an executive officer of the acquired business.

Convertible Note Receivable

In February 2009, we invested an initial $200,000 in a senior subordinated convertible promissory note issued by BIOSAFE, in connection with BIOSAFE’s grant to us of certain exclusive and non-exclusive license rights to BIOSAFE’s antimicrobial additive. BIOSAFE is the owner of a patented and proprietary antimicrobial agent that is built into the manufacturing of end-products to achieve long-lasting microbial protection on such end-products’ surface. As a result of BIOSAFE’s successful raising of a minimum incremental amount of cash following our investment, we invested an additional $300,000 in notes of BIOSAFE in January 2010 bringing the aggregate investment in BIOSAFE notes to $500,000, as obligated under our agreement with BIOSAFE. We are not obligated to invest any additional funds.

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The maturity date of the notes, originally June 30, 2011, and extended (through an amendment to the notes in June 2011) to December 31, 2011, was further extended (through an amendment to the notes in December 2011) to December 31, 2012 (“Maturity Date”). As amended, the interest rate of the notes is 8% per annum through June 8, 2011 and 12% per annum thereafter. The entire principal amount and accrued interest are automatically payable in a newly-created series of preferred stock issued upon the closing of BIOSAFE’s next round financing on or before the Maturity Date (“Next Round Financing”) based on a conversion formula.

If the Next Round Financing fails to occur by the Maturity Date, the notes, both principal and interest, will be payable in cash and the automatic conversion will no longer apply. Additionally, during the 30-day period following the Maturity Date, we may elect to convert the principal and all accrued interest into shares of common stock of BIOSAFE at a price per share equal to 50% of the fair market value (the “Discount Rate”). The Discount Rate, originally 70% was reduced to 60% in connection with the initial amendment of the notes and further reduced to 50% in connection with the second amendment of the notes. No further interest will accrue if we make such election. As of February 29, 2012, the Next Round Financing has not occurred.

In connection with our investment, we entered into a license agreement with BIOSAFE under which we will pay BIOSAFE a fixed royalty percentage of sales of our products containing BIOSAFE’s antimicrobial formulation.

This investment, together with the accrued interest of $105,000, is included within other assets in our Condensed Consolidated Balance Sheets at July 31, 2011. At January 31, 2012, we evaluated this investment for potential impairment and determined that repayment of the notes and accrued interest was unlikely primarily due to BIOSAFE’s inability to obtain the Next Round Financing and our assessment of BIOSAFE’s going concern. Accordingly, we deemed the investment, together with accrued interest, fully impaired and recorded a loss of $605,000, which was recorded as other expense and a reduction in other assets in the Condensed Consolidated Financial Statements.  In addition, due to the inability to currently deduct a capital loss and the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of this investment.

Financing needs

Although most of our operating segments generate significant cash from operations, our Endoscopy, Healthcare Disposables, Dialysis and Water Purification and Filtration segments are the largest generators of cash. At January 31, 2012, we had a cash balance of $21,689,000, of which $3,118,000 was held by foreign subsidiaries. Such foreign cash is needed by our foreign subsidiaries for working capital purposes. Accordingly, such amount is considered to be indefinitely reinvested and unavailable for repatriation.

We believe that our current cash position, anticipated cash flows from operations and the funds available under our New U.S. Credit Agreement will be sufficient to satisfy our cash operating requirements for the foreseeable future based upon our existing operations, particularly given that we historically have not needed to borrow for working capital purposes. At February 29, 2012, $38,000,000 was available under our New U.S. Credit Agreement. In addition, subject to the satisfaction of certain conditions precedent, the Company may from time to time increase the New U.S. Credit Agreement by an aggregate amount not to exceed $50,000,000 without the consent of the lenders.

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Foreign currency

The financial statements of our Canadian subsidiaries are translated using the accounting policies described in Note 2 to the 2011 Form 10-K and therefore are impacted by changes in the Canadian dollar exchange rate. Additionally, changes in the value of the Canadian dollar against the United States dollar affect our results of operations because a portion of our Canadian subsidiaries’ inventories and operating costs (which are reported in the Water Purification and Filtration and Specialty Packaging segments) are purchased in the United States and a significant amount of their sales are to customers in the United States.

Changes in the value of the Euro, British pound and Singapore dollar against the United States dollar affect our results of operations because certain cash bank accounts, accounts receivable and liabilities of our subsidiaries are denominated and ultimately settled in Euros, British pounds or Singapore dollars but must be converted into their functional currency. Furthermore, the financial statements of our Netherlands subsidiary are translated using the accounting policies described in Note 2 of the 2011 Form 10-K and therefore are impacted by changes in the Euro exchange rate relative to the United States dollar.

In order to hedge against the impact of fluctuations in the value of (i) the Canadian dollar relative to the United States dollar, (ii) the Euro relative to the United States dollar, (iii) the British pound relative to the United States dollar and (iv) the Singapore dollar relative to the United States dollar on the conversion of such net assets into the functional currencies, we enter into short-term contracts to purchase Canadian dollars, Euros, British pounds and Singapore dollars forward, which contracts are generally one month in duration. These short-term contracts are designated as fair value hedges. There were three foreign currency forward contracts with an aggregate value of $3,586,000 at February 29, 2012, which cover certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies. Such contracts expire on March 31, 2012. These foreign currency forward contracts are continually replaced with new one-month contracts as long as we have significant net assets at our subsidiaries that are denominated and ultimately settled in currencies other than their functional currencies. In accordance with ASC 815, “Derivatives and Hedging” (“ASC 815”), such foreign currency forward contracts are designated as hedges. Gains and losses related to these hedging contracts to buy Canadian dollars, Euros, British pounds and Singapore dollars forward are immediately realized within general and administrative expenses due to the short-term nature of such contracts. For the three and six months ended January 31, 2012, such forward contracts partially offset the impact on operations related to certain assets and liabilities that are denominated in currencies other than our subsidiaries’ functional currencies.

Changes in the value of the Japanese yen relative to the United States dollar during the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, did not have a significant impact upon either our results of operations or the translation of our balance sheet, primarily due to the fact that our Japanese subsidiary accounts for a relatively small portion of consolidated net sales, net income and net assets.

Overall, fluctuations in the rates of currency exchange had an insignificant impact upon our net income for the three and six months ended January 31, 2012 compared with the three and six months ended January 31, 2011.

For purposes of translating the balance sheet at January 31, 2012 compared with July 31,

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2011, the total of the foreign currency movements resulted in a foreign currency translation loss of $961,000, net of tax, for the six months ended January 31, 2012, thereby decreasing stockholders’ equity.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we continually evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements.

Revenue Recognition

Revenue on product sales is recognized as products are shipped to customers and title passes. The passing of title is determined based upon the FOB terms specified for each shipment. With respect to endoscopy, dialysis, therapeutic, specialty packaging and chemistries products, shipment terms are generally FOB origin for common carrier and FOB destination when our distribution fleet is utilized (except for one large customer in dialysis whereby all products are shipped FOB destination). With respect to water purification and filtration and healthcare disposable products, shipment terms may be either FOB origin or destination. Customer acceptance for the majority of our product sales occurs at the time of delivery. With respect to a portion of water purification and filtration product sales, equipment is sold as part of a system for which the equipment is functionally interdependent or the customer’s purchase order specifies “ship-complete” as a condition of delivery; revenue recognition on such sales is deferred until all equipment has been delivered, or post-delivery obligations such as installation has been substantially fulfilled such that the products are deemed functional by the end-user.

A portion of our endoscopy, water purification and filtration and dialysis sales are recognized as multiple element arrangements, whereby revenue is allocated to the equipment and installation components based upon vendor specific objective evidence, which includes comparable historical transactions of similar equipment and installation sold as stand-alone components. If vendor-specific objective evidence of selling price is not available, we allocate revenue to the elements of the bundled arrangement using the estimated selling price method in order to qualify the components as separate units of accounting. Revenue on the equipment component is recognized as the equipment is shipped to customers and title passes. Revenue on the installation component is recognized when the installation is complete.

A portion of our healthcare disposables sales relating to the mail-in spore test kit is recorded as deferred revenue when initially sold. We recognized the revenue on these test kits

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using an estimate based on historical experience of the amount of time that elapses from the point of sale to when the kit is returned to us and we communicate to the customer the results of the required laboratory test. The related cost of the kits are recorded in inventory and recognized in cost of sales as the revenue is earned.

Revenue on service sales is recognized when repairs are completed at the customer’s location or when repairs are completed at our facilities and the products are shipped to customers. With respect to certain service contracts in our Endoscopy and Water Purification and Filtration operating segments, service revenue is recognized on a straight-line basis over the contractual term of the arrangement. All shipping and handling fees invoiced to customers, such as freight, are recorded as revenue (and related costs are included within cost of sales) at the time the sale is recognized.

None of our sales contain right-of-return provisions. Customer claims for credit or return due to damage, defect, shortage or other reason must be pre-approved by us before credit is issued or such product is accepted for return. No cash discounts for early payment are offered except with respect to a small portion of our sales of dialysis, healthcare disposable and water purification and filtration products and certain prepaid packaging products. We do not offer price protection, although advance pricing contracts or required notice periods prior to implementation of price increases exist for certain customers with respect to many of our products. With respect to certain of our dialysis, healthcare disposables, water purification and filtration and endoscopy customers, rebates are provided; such rebates are provided for as a reduction of sales at the time of revenue recognition and amounted to $949,000 and $1,892,000 for the three and six months ended January 31, 2012, and $590,000 and $1,325,000 for the three and six months ended January 31, 2011, respectively. The increase in rebates for the three and six months ended January 31, 2012 is primarily due to increased sales volume in our Endoscopy segment. Such allowances are determined based on estimated projections of sales volume for the entire rebate periods. If it becomes known that sales volume to customers will deviate from original projections, the rebate provisions originally established would be adjusted accordingly.

The majority of our dialysis products are sold to end-users; the majority of therapeutic filtration products and healthcare disposable products are sold to third party distributors; water purification and filtration products and services are sold directly and through third-party distributors to hospitals, dialysis clinics, pharmaceutical and biotechnology companies and other end-users; our endoscopy products and services are sold primarily to distributors internationally and directly to hospitals and other end-users in the United States; specialty packaging products are sold to third-party distributors, medical research companies, laboratories, pharmaceutical companies, hospitals, government agencies and other end-users; and chemistries products and services are sold to medical products and service companies, laboratories, pharmaceutical companies, hospitals and other end-users. Sales to all of these customers follow our revenue recognition policies.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consist of amounts due to us from normal business activities. Allowances for doubtful accounts are reserves for the estimated loss from the inability of customers to make required payments. We use historical experience as well as current market information in determining the estimate. While actual losses have historically been within management’s expectations and provisions established, if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional

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allowances may be required. Alternatively, if certain customers paid their delinquent receivables, reductions in allowances may be required.

Inventories

Inventories consist of raw materials, work-in-process and finished products which are sold in the ordinary course of our business and are stated at the lower of cost (first-in, first-out) or market. In assessing the value of inventories, we must make estimates and judgments regarding reserves required for product obsolescence, aging of inventories and other issues potentially affecting the saleable condition of products. In performing such evaluations, we use historical experience as well as current market information. With few exceptions, the saleable value of our inventories has historically been within management’s expectation and provisions established, however, rapid changes in the market due to competition, technology and various other factors could have an adverse effect on the saleable value of our inventories, resulting in the need for additional reserves.

Goodwill and Intangible Assets

Certain of our identifiable intangible assets, including customer relationships, technology, brand names, non-compete agreements and patents, are amortized using the straight-line method over their estimated useful lives which range from 2 to 20 years. Additionally, we have recorded goodwill and trademarks and trade names, all of which have indefinite useful lives and are therefore not amortized. All of our intangible assets and goodwill are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and goodwill and intangible assets with indefinite lives are reviewed for impairment at least annually. Our management is responsible for determining if impairment exists and considers a number of factors, including third-party valuations, when making these determinations. Accounting rules permit a company to carry forward a detailed determination of a reporting unit’s fair value from one year to the next if the following criteria are met: (i) the assets and liabilities of each reporting unit have not changed significantly from the prior year, (ii) the fair value of each reporting unit in the prior year significantly exceeded the carrying value, and (iii) the likelihood that the carrying value of each reporting unit this year would be less than the fair value is remote. At July 31, 2011, because these criteria were met for certain of our reporting units, we carried forward the results of our July 31, 2010 fair value estimates for our Endoscopy, Healthcare Disposables, Dialysis and Therapeutic Filtration operating segments and performed detailed reviews on the Water Purification and Filtration (due to the increase in assets related to the Gambro Acquisition), Specialty Packaging (due to its fair value exceeding it carrying value by only a modest amount in the prior year) and Chemistries (since this operating segment was newly created in fiscal 2010) operating segments. In performing a detailed review for goodwill impairment, management uses a two-step process that begins with an estimation of the fair value of the related operating segments by using average fair value results of the market multiple and discounted cash flow methodologies, as well as the comparable transaction methodology when applicable. The first step is a review for potential impairment, and the second step measures the amount of impairment, if any. In performing our annual review for indefinite lived intangibles, management compares the current fair value of such assets to their carrying values. With respect to amortizable intangible assets when impairment indicators are present, management would determine whether expected future non-discounted cash flows would be sufficient to recover the carrying value of the assets; if not, the carrying value of the assets would be adjusted to their fair value. On July 31, 2011, management concluded that none of our intangible assets or goodwill was impaired. On January 31, 2012, management concluded that no events or changes in

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circumstances have occurred during the six months ended January 31, 2012 that would indicate that the carrying amount of our intangible assets and goodwill may not be recoverable.

While the results of these annual reviews have historically not indicated impairment, impairment reviews are highly dependent on management’s projections of our future operating results and cash flows (which management believes to be reasonable), discount rates based on the Company’s weighted average cost of capital and appropriate benchmark peer companies. Assumptions used in determining future operating results and cash flows include current and expected market conditions and future sales forecasts. Subsequent changes in these assumptions and estimates could result in future impairment. Although we consistently use the same methods in developing the assumptions and estimates underlying the fair value calculations, such estimates are uncertain by nature and can vary from actual results. At July 31, 2011, the average fair value of all of our reporting units exceeded book value by substantial amounts, except our Specialty Packaging segment, which had an average fair value that exceeded book value by approximately 28%. Goodwill relating to our Specialty Packaging reporting unit was $7,143,000 at January 31, 2012. If future operating results and cash flows in this segment are significantly less than forecasted, a portion of such goodwill may become impaired.

Long-Lived Assets

We evaluate the carrying value of long-lived assets including property, equipment and other assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An assessment is made to determine if the sum of the expected future non-discounted cash flows from the use of the assets and eventual disposition is less than the carrying value. If the sum of the expected non-discounted cash flows is less than the carrying value, an impairment loss is recognized based on fair value. Our historical assessments of our long-lived assets have not differed significantly from the actual amounts realized. However, the determination of fair value requires us to make certain assumptions and estimates and is highly subjective. On January 31, 2012, management concluded that no events or changes in circumstances have occurred that would indicate that the carrying amount of our long-lived assets may not be recoverable, with the exception of the impairment of our BIOSAFE investment, as more fully described elsewhere in this MD&A.

Warranties

We provide for estimated costs that may be incurred to remedy deficiencies of quality or performance of our products at the time of revenue recognition. Most of our products have a one year warranty, although a majority of our endoscopy equipment in the United States carries a warranty period of up to fifteen months. We record provisions for product warranties as a component of cost of sales based upon an estimate of the amounts necessary to settle existing and future claims on products sold. The historical relationship of warranty costs to products sold is the primary basis for the estimate. A significant increase in third party service repair rates, the cost and availability of parts or the frequency of claims could have a material adverse impact on our results for the period or periods in which such claims or additional costs materialize. Management reviews its warranty exposure periodically and believes that the warranty reserves are adequate; however, actual claims incurred could differ from original estimates, requiring adjustments to the reserves.

Stock-Based Compensation

We account for stock options and stock awards in which stock compensation expense is

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recognized for any option or stock award grant based upon the award’s fair value. All of our stock options and stock awards (which consist only of restricted stock) are subject to graded vesting in which portions of the award vest at different times during the vesting period, as opposed to awards that vest at the end of the vesting period. We recognize compensation expense for awards subject to graded vesting using the straight-line basis, reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience.

The stock-based compensation expense recorded in our Condensed Consolidated Financial Statements may not be representative of the effect of stock-based compensation expense in future periods due to the level of awards issued in past years (which level may not be similar in the future), modifications to existing awards, accelerated vesting related to certain employment terminations and assumptions used in determining fair value, expected lives and estimated forfeitures. We determine the fair value of each stock award using the closing market price of our common stock on the date of grant. We estimate the fair value of each option grant on the date of grant using the Black-Scholes option valuation model. The determination of fair value using an option-pricing model is affected by our stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the expected option life (which is determined by using the historical closing prices of our common stock), the expected dividend yield (which historically has been 0% and is now approximately 0.2% as we began paying dividends in January 2010), and the expected option life (which is based on historical exercise behavior). If factors change and we employ different assumptions in future periods, the compensation expense that we would record may differ significantly from what we have recorded in the current period.

Legal Proceedings

In the normal course of business, we are subject to pending and threatened legal actions. It is our policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount of anticipated exposure can be reasonably estimated. We do not believe that any of these pending claims or legal actions will have a material adverse effect on our business, financial condition, results of operations or cash flows.

Income Taxes

We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities also include items recorded in conjunction with the purchase accounting for business acquisitions. We regularly review our deferred tax assets for recoverability and establish a valuation allowance, if necessary, based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets, as adjusted for valuation allowances, will be realized. Additionally, deferred tax liabilities are regularly reviewed to confirm that such amounts are appropriately stated. A review of our deferred tax items considers known future changes in various income tax rates, principally in the United States. If the income tax rate were to change in the future, particularly in the United States and to a lesser extent Canada, our items of deferred tax could be materially affected. All of such evaluations require significant management judgments.

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We record liabilities for an unrecognized tax benefit when a tax benefit for an uncertain tax position is taken or expected to be taken on a tax return, but is not recognized in our Condensed Consolidated Financial Statements because it does not meet the more-likely-than-not recognition threshold that the uncertain tax position would be sustained upon examination by the applicable taxing authority. A portion of such unrecognized tax benefits originated from acquisitions and are based primarily upon management’s assessment of exposure associated with acquired companies. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. Unrecognized tax benefits are analyzed periodically and adjustments are made as events occur to warrant adjustment to the related liability.

Business Combinations

Acquisitions require significant estimates and judgments related to the fair value of assets acquired and liabilities assumed. We determine fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Certain liabilities and reserves are subjective in nature. We reflect such liabilities and reserves based upon the most recent information available. In conjunction with our acquisitions, such subjective liabilities and reserves principally include contingent consideration, certain income tax and sales and use tax exposures, including tax liabilities related to our foreign subsidiaries, as well as reserves for accounts receivable, inventories and warranties. We account for contingent consideration relating to business combinations that occurred subsequent to July 31, 2009 in accordance with ASC 805, “Business Combinations,” which requires us to record the fair value of contingent consideration as a liability and an increase to goodwill at the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Condensed Consolidated Statements of Income.  We determine the fair value of contingent consideration based on future sales projections under various potential scenarios and weight the probability of these outcomes. Similarly, other components of an acquisition’s purchase price can be required to be recorded at fair value at the date of the acquisition and continually re-measured at each balance sheet date, such as the three year price floor relating to the acquisition of the Byrne Medical Business whose fair value was determined using a option valuation model, as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements.  The ultimate settlement of liabilities relating to business combinations may be for amounts which are different from the amounts initially recorded and may cause volatility in our results of operations.

Costs Associated with Exit or Disposal Activities

We recognize costs associated with exit or disposal activities, such as costs to terminate a contract, the exit or disposal of a business, or the early termination of a leased property, by recognizing the liability at fair value when incurred, except for certain one-time termination benefits, such as severance costs, for which the period of recognition begins when a severance plan is communicated to employees.

Inherent in the calculation of liabilities relating to exit and disposal activities are significant management judgments and estimates, including estimates of termination costs, employee attrition and the interest rate used to discount certain expected net cash payments. Such judgments and estimates are reviewed by us on a regular basis. The cumulative effect of a change to a liability resulting from a revision to either timing or the amount of estimated cash flows is recognized by us as an adjustment to the liability in the period of the change.

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Other Matters

We do not have any off balance sheet financial arrangements, other than future commitments under operating leases and executive severance and license agreements.

Forward Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission (the “SEC”) and within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations, estimates, or forecasts about our businesses, the industries in which we operate, and the beliefs and assumptions of management; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify such statements by using words such as “expect,” “anticipate,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,”  “may,” “could,” and variations of such words and similar expressions. In addition, any statements that refer to predictions or projections of our future financial performance, anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions about future events, activities or developments and are subject to numerous risks, uncertainties, and assumptions that are difficult to predict including, among other things, the following:

·the increasing market share of single-use dialyzers relative to reuse dialyzers in the United States

·our continuing loss of dialysate concentrate business

·our dependence on a concentrated number of customers in three of our largest segments

·severity of flu outbreaks and level of urgency developed by customers with respect to pandemic preparedness

·the volatility of fuel and oil prices on our raw materials and distribution costs

·the acquisition of new businesses and successfully integrating and operating such businesses

·the adverse impact of increased competition on selling prices and our ability to compete effectively

·foreign currency exchange rate fluctuations and trade barriers

·the impact of significant government regulation on our businesses

You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the foregoing items to be a complete list of all potential risks or uncertainties. See “Risk Factors” in our 2011 Form 10-K for a discussion of the above risk factors and certain additional risk factors that you should consider before investing in the shares of our common stock.

All forward-looking statements herein speak only as of the date of this report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency and Market Risk

A portion of our products in all of our business segments are exported to and imported from a variety of geographic locations, and our business could be materially and adversely affected by the imposition of trade barriers, fluctuations in the rates of exchange of various currencies, tariff increases and import and export restrictions, affecting all of such geographies including but not limited to the United States, Canada, the European Union, the United Kingdom and the Far East.

A portion of our Canadian subsidiaries’ inventories and operating costs (which are reported in the Water Purification and Filtration and Specialty Packaging segments) are purchased in the United States and a significant amount of their sales are to customers in the United States. The businesses of our Canadian subsidiaries could be materially and adversely affected by the imposition of trade barriers, fluctuations in the rate of currency exchange, tariff increases and import and export restrictions between the United States and Canada. Changes in the value of the Canadian dollar against the United States dollar also affect our results of operations because certain net assets of our Canadian subsidiaries are denominated and ultimately settled in United States dollars but must be converted into their functional currency. Additionally, the financial statements of our Canadian subsidiaries are translated using the accounting policies described in Note 2 to the 2011 Form 10-K. Fluctuations in the rates of currency exchange between the United States dollar and the Canadian dollar had an insignificant impact for the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, upon our net income and had an adverse impact upon stockholders’ equity, as described in our MD&A.

Changes in the value of the Euro, British pound and Singapore dollar against the United States dollar affect our results of operations because certain cash bank accounts, accounts receivable and liabilities of our subsidiaries are denominated and ultimately settled in Euros, British pounds or Singapore dollars but must be converted into their functional currency. Furthermore, the financial statements of our Netherlands subsidiary are translated using the accounting policies described in Note 2 of the 2011 Form 10-K and therefore are impacted by changes in the Euro exchange rate relative to the United States dollar. Fluctuations in the rates of currency exchange between the United States dollar and the Euro, British pound and Singapore dollar did not have a significant overall impact for the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, upon our net income and stockholders’ equity.

In order to hedge against the impact of fluctuations in the value of (i) the Canadian dollar relative to the United States dollar, (ii) the Euro relative to the United States dollar, (iii) the British pound relative to the United States dollar and (iv) the Singapore dollar relative to the United States dollar on the conversion of such net assets into the functional currencies, we enter into short-term contracts to purchase Canadian dollars, Euros, British pounds and Singapore dollars forward, which contracts are generally one month in duration. These short-term contracts are designated as fair value hedge instruments. There were three foreign currency forward contracts with an aggregate value of $3,119,000 at January 31, 2012, which covered certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional

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currencies. Such contracts expired on February 29, 2012. These foreign currency forward contracts are continually replaced with new one-month contracts as long as we have significant net assets at our subsidiaries that are denominated and ultimately settled in currencies other than their functional currencies. For the three and six months ended January 31, 2012, such forward contracts partially offset the impact on operations relating to certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies.

The functional currency of Minntech’s Japan subsidiary is the Japanese yen. Changes in the value of the Japanese yen relative to the United States dollar during the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, did not have a significant impact upon either our results of operations or the translation of the balance sheet, primarily due to the fact that our Japanese subsidiary accounts for a relatively small portion of consolidated net sales, net income and net assets.

Overall, fluctuations in the rates of currency exchange had an insignificant impact on our net income for the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, and an adverse impact upon stockholders’ equity primarily due to the decrease in the value of the Canadian dollar relative to the United States dollar from July 31, 2011 to January 31, 2012.

Interest Rate Market Risk

We have United States credit facilities for which the interest rate on outstanding borrowings is variable. Substantially all of our outstanding borrowings are under LIBOR contracts. Therefore, interest expense is affected by the general level of interest rates in the United States as well as LIBOR interest rates.

Additionally, we amended our credit facilities on August 1, 2011, as described elsewhere in Liquidity and Capital Resources. Due to current market conditions, the modification of our credit facilities resulted in an increase of our margins above the lender’s base rate and LIBOR, which will adversely affect our results of operations in the future since the level of outstanding borrowings have increased significantly due to the Byrne Medical Business acquisition on August 1, 2011.

In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%. Therefore, we are substantially protected from exposure associated with increasing LIBOR rates in future years.

Market Risk Sensitive Transactions

Additional information related to market risk sensitive transactions is contained in Part II,

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Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2011 Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that the design and operation of these disclosure controls and procedures were effective and designed to ensure that material information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is (i) recorded, processed, summarized and reported within the time periods specified by the SEC and (ii) accumulated and communicated by the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

We have evaluated our internal controls over financial reporting and determined that no changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting, except as described below.

On August 1, 2011, we acquired the Byrne Medical Business, as more fully described in Note 3 to the Condensed Consolidated Financial Statements. During the initial transition period following the acquisition, we enhanced our internal control process at our Minntech subsidiary to ensure that all financial information related to this acquisition was properly reflected in our Condensed Consolidated Financial Statements. We expect that all aspects of the Byrne Medical Business will be fully integrated into Minntech’s existing internal control structure by July 31, 2012.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 1A.RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our 2011 Form 10-K. The risk factors disclosed in Part I, Item 1A to our 2011 Form 10-K, in addition to the other information set forth in this report, could materially affect our business, financial condition, or results of operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table represents information with respect to purchases of common stock made by the Company during the current quarter:

				Total number of shares	Maximum number of
Month		Average		purchased as part of	shares that may yet
of	Total number of	price paid		publicly announced	be purchased under
Purchase	shares purchased	per share		plans or programs	the program
November	2,957	$	18.42	—	—
December	—	—		—	—
January	49,263	21.00		—	—
Total	52,220	$	20.86	—	—

The Company does not currently have a repurchase program. All of the shares purchased during the current quarter represent shares surrendered to the Company relating to cashless exercise of stock options and to pay employee withholding taxes due upon the vesting of restricted stock or the exercise of stock options.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

None.

ITEM 5.OTHER INFORMATION

None.

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ITEM 6.EXHIBITS

10.1	- Cantel Medical Corp. 2006 Equity Incentive Plan, as amended.
31.1	- Certification of Principal Executive Officer.
31.2	- Certification of Principal Financial Officer.
32	- Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	- Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets at January 31, 2012 and July 31, 2011, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2012 and 2011, (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2012 and 2011 and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

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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.
Date: March 12, 2012
	By:	/s/ Andrew A. Krakauer
		Andrew A. Krakauer,
		President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Craig A. Sheldon
		Craig A. Sheldon,
		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
	By:	/s/ Steven C. Anaya
		Steven C. Anaya,
		Vice President and Controller

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EX-10.1

Exhibit 10.1

CANTEL MEDICAL CORP.

2006 EQUITY INCENTIVE PLAN

(As amended through February 1, 2012)

1.Purpose.  The purpose of the Cantel Medical Corp. 2006 Equity Incentive Plan (“the Plan”) is to attract and retain employees and Directors of the Company and its Subsidiaries, and to provide such persons incentives and rewards for performance, by making available to them stock options and other awards. It is believed that these increased incentives and rewards stimulate the efforts of employees and non-employee Directors towards the continued success of the Company and its Subsidiaries.

2.Definitions.  As used in the Plan, the following terms shall have the meanings set forth below:

“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, or any other right, interest or option relating to Shares granted pursuant to the provisions of the Plan.

“Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

“Benefit Plan” means any employment agreement, severance agreement or similar agreement between the Participant and the Company (or a Subsidiary) or any long term incentive plan or similar plan of the Company which covers the Participant, in each case which includes provisions relating to an Award granted hereunder.

“Board” means the Board of Directors of the Company.

“Cause” means, unless otherwise provided in a particular Award Agreement, “cause” as defined in any employment or severance agreement the Participant may have with the Company or a Subsidiary or, if no such agreement exists, (a) commission of any criminal act; (b) engaging in any act involving dishonesty or moral turpitude; (c)  material violation of the Company’s or any of its Subsidiaries’ written policies; or (d) serious neglect or misconduct in the performance of the Participant’s duties for the Company or any of its Subsidiaries or willful or repeated failure or refusal to perform such duties, in each case as determined by the Committee in its sole discretion, which determination will be final, binding and conclusive.

“Change in Control” means the occurrence of any of the following events: (i) at any time after the Effective Date at least a majority of the Board shall cease to consist of “Continuing Directors” (meaning directors of the Company who either were directors on the Effective Date or who subsequently became directors and whose election, or nomination for election by the Company’s stockholders, was approved by a majority of the then Continuing Directors); or (ii) any “person” or “group” (as determined for purposes of Section 13(d)(3) of the Exchange Act), except any majority-owned subsidiary of the Company or any employee benefit plan of the Company or any trust thereunder, shall have acquired “beneficial ownership” (as determined for purposes of Securities and Exchange Commission (“SEC”) Regulation 13d-3) of Shares having 40% or more of the voting power of all outstanding Shares, unless such acquisition is approved by a majority of the directors of the Company in office immediately preceding such acquisition; or (iii) a merger or consolidation occurs to which the Company is a party, in which outstanding Shares are converted into shares of another company (other than a conversion into shares of voting common stock of the successor corporation or a holding company thereof representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation) or other securities (of either the Company or another company) or cash or other property; or (iv) the sale of all, or substantially all, of the Company’s assets occurs; or (v) the stockholders of the Company approve a plan of complete liquidation of the Company.

“Change in Control Price” means, with respect to a Share, (i) the price per Share as set forth in the sale, merger or similar agreement giving rise to the Change in Control, or (ii) if there is no such agreement and except as provided in clause (iii) below, the average per share closing sales price of a Share (rounded to four decimal places), as reported on the New York Stock Exchange Consolidated Tape, over the ten consecutive trading day period prior to and including the date of a Change in Control, or (iii) in the case of a complete liquidation of the Company, the price

per Share as determined in the plan of liquidation; provided, however, that in the case of Incentive Stock Options, Change in Control Price shall be the Fair Market Value of such Share on the date such Incentive Stock Option is exercised or deemed exercised pursuant to Section 10(b). To the extent the consideration paid in any such Change in Control transaction consists in full or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

“Committee” means the Compensation Committee of the Board or (except for purposes of Section 12 below and Awards as to which such Section is applicable) such other person(s) or committee to whom it has delegated any authority, as may be appropriate. A person may serve on the Compensation Committee only if he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Exchange Act, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Code.

“Company” means Cantel Medical Corp., a Delaware corporation.

“Covered Employee” means a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto.

“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code.

“Director” means a member of the Board.

“Effective Date” means November 14, 2006, the date this Plan is effective.

“Employee” means any employee of the Company or any Subsidiary. For any and all purposes under this Plan, the term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant or a person otherwise designated by the Committee, the Company or a Subsidiary at the time of hire as not eligible to participate in or receive benefits under the Plan or not on the payroll, even if such ineligible person is subsequently determined to be a common law employee or otherwise an employee of the Company or a Subsidiary by any governmental or judicial authority. For purposes of the Plan, an Employee shall be considered to have terminated employment or services and to have ceased to be an Employee if his or her employer ceases to be a Subsidiary, even if he or she continues to be employed by such employer, unless he or she is immediately thereafter employed by the Company or another Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to the Shares, as of any date, the closing sales price for the Shares as reported on the New York Stock Exchange Consolidated Tape for that date or, if no closing price is reported for that date, the closing sales price on the next preceding date for which such prices were reported, unless otherwise determined by the Committee.

“Incentive Stock Option” means an Option granted under Section 6 that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

“Option” means any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

“Participant” means an Employee or a non-employee Director who is selected by the Committee or the Board from time to time in its sole discretion to receive an Award under the Plan.

“Performance Award” means any Award of Performance Shares granted pursuant to Section 9.

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“Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

“Performance Share” means any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

“Person” means any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

“Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Share and the right to receive any cash dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

“Restricted Stock Award” means an award of Restricted Stock under Section 8.

“Retirement” means an Employee’s termination of employment with the Company or its Subsidiary or a non-employee Director’s cessation of service as a Director (other than as a result of death or Disability or removal for Cause) on or after (A) the Participant’s 65th birthday if the Participant has completed at least ten years of employment with the Company or any of its Subsidiaries or service as a Director, or (B) the Participant’s 60th birthday if the Participant has completed at least 15 years of employment with the Company or any of its Subsidiaries or service as a Director.

“Shares” means the shares of common stock of the Company.

“Stock Appreciation Right” means any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right on the date of grant. Any payment by the Company in respect of such right may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

“Subsidiary” means a corporation, company or other entity in which the Company beneficially owns, directly or indirectly, at least 50 percent of the total combined voting stock or voting power.

“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or with which the Company combines.

3.Administration.

(a)The Plan shall be administered by the Committee.  The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to (a) select the Employees of the Company and its Subsidiaries to whom Awards may from time to time be granted hereunder; (b) determine the type or types of Award to be granted to each Participant hereunder; (c) determine the number of Shares to be covered by or relating to each Award granted hereunder; (d) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (e) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled; (f) determine whether, to what extent, and under what circumstances receipt of cash, Shares and other property payable with respect to an Award made under the Plan is to be deferred either automatically or at the election of the Participant; (g) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (h) establish such rules and regulations and appoint such agents as it shall deem appropriate for the

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proper administration of the Plan; and (i) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. The decisions of the Committee shall be final, conclusive and binding with respect to the interpretation and administration of the Plan and any grant made under it. The Committee shall make, in its sole discretion, all determinations arising in the administration, construction or interpretation of the Plan and Awards under the Plan, including the right to construe disputed or doubtful Plan or Award terms and provisions, and any such determination shall be conclusive and binding on all persons, except as otherwise provided by law. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

(b)Except as provided in Section 12, the Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event that the Company shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of or combination with another corporation or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.

(c)The Committee shall have the right, from time to time, to delegate to the Chief Executive Officer or one or more other officers of the Company such duties or powers as the Committee may deem advisable with respect to the designation of employees to be recipients of Awards and the nature and size of any such Awards, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations as the Committee shall determine; provided, however, that (i) in no event shall any such delegation of authority be permitted with respect to Awards to any members of the Board or to any person who is subject to Rule 16b-3 under the Exchange Act or to an Award to which the Committee provides that Section 12 below is applicable, and (ii) the resolution providing for such authorization sets forth the extent and limitations of such authority, including without limitation the maximum size of Awards and number of Awards that can be approved by the delegatee(s) in any fiscal quarter.  The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial and administrative functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

(d)Notwithstanding the foregoing to the contrary, any Awards or formula for granting Awards under the Plan made to non-Employee Directors shall be approved by the Board. With respect to Awards to such Directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by the Board, and all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the Board for such purpose.

(e)The terms and conditions of all Awards granted pursuant to the Plan, including the grant date, shall be approved in writing by the Board, Committee or Chief Executive Officer (or other permitted delegate), as the case may be, but in all cases consistent with the terms of the Plan. The grant date for an Award shall be on or after, but never earlier then, the date of such written approval.  In no event shall the grant date for an Award be changed after such approval.

4.Shares Subject to the Plan.

(a)Subject to adjustment as provided in Section 4(c), a total of three million seven hundred twenty seven thousand five hundred  (3,727,500) Shares shall be authorized for issuance pursuant to Awards granted under the Plan, of which (i) an aggregate of one million eight hundred thousand (1,800,000) Shares are authorized for issuance pursuant to Options and Stock Appreciation Rights and (ii) an aggregate of one million nine hundred twenty seven thousand five hundred (1,927,500) Shares are authorized for issuance pursuant to Restricted Stock Awards and Performance Awards.  Subject to adjustment as provided in Section 4(c), the number of Shares with respect to which

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a Participant may be granted Awards under the Plan during any calendar year shall not exceed 112,500, of which a maximum of 112,500 may be issued to any Participant during any calendar year as Options or Stock Appreciation Rights.

(b)Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise.

(c)In the event of any change in the Shares by reason of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off or similar transaction or any other change in corporate structure affecting the Shares, (i) the maximum aggregate number and kind of shares specified herein as available for the grant of Awards, (ii) the number and kind of shares or the amount of cash or other property that may be issued and delivered to Participants upon the exercise of any Award or in payment with respect to any Award, that is outstanding at the time of such change, (iii) the exercise or grant price per share of Options or Stock Appreciation Rights subject to outstanding Awards granted under the Plan, shall be correspondingly adjusted so as to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder.  Such adjustment shall be automatic in the case of stock dividends, stock splits, reverse stock splits and other transactions where the requisite adjustment is readily ascertainable such that the Participant’s proportionate interest in the Company or in the cash, Shares or other property issuable under an Award shall be maintained to the same extent, as near as may be practicable, as immediately before the occurrence of any such event. In all other cases, the adjustment shall be made in such manner as the Committee, in its sole discretion, may deem equitable to achieve the above stated purpose as near as may be practicable; provided, however, that the number of Shares subject to any Award shall always be a whole number and further provided that in no event may any change be made to an Incentive Stock Option that would constitute a “modification” within the meaning of Section 424(h)(3) of the Code.

(d)The following Shares may also be used for the issuance of Awards under the Plan:  (i) Shares which have been forfeited under a Restricted Stock Award or a Performance Award; and (ii) Shares which are allocable to the unexercised portion of an Option or Stock Appreciation Right issued under the Plan which has expired or been terminated.

5.Eligibility.  Any Employee or non-employee Director shall be eligible to be selected as a Participant; provided, however, that Incentive Stock Options shall only be awarded to Employees of the Company or any Subsidiary.  Notwithstanding any provision in this Plan to the contrary, the Board shall have the authority, in its sole and absolute discretion, to select non-employee Directors as Participants who are eligible to receive Awards other than Incentive Stock Options under the Plan. The Board shall set the terms of any such Awards in its sole and absolute discretion, and the Board shall be responsible for administering and construing such Awards in substantially the same manner that the Committee administers and construes Awards to Employees.

6.Stock Options.  Options may be granted hereunder to any Participant, either alone or in addition to other Awards granted under the Plan and shall be subject to the following terms and conditions:

(a)Exercise Price. The exercise price per Share shall be not less than the Fair Market Value of the Shares on the date the Option is granted.

(b)Number of Shares. The Option shall state the number of Shares covered thereby.

(c)Exercise of Option. Unless otherwise determined by the Committee, an Option will be deemed exercised by the optionee, or in the event of death, an option shall be deemed exercised by the estate of the optionee or by a person who acquired the right to exercise such option by bequest or inheritance or otherwise by reason of the death of the optionee, upon delivery of (i) a notice of exercise to the Company or its representative, or by using other methods of notice as the Committee shall adopt, and (ii) accompanying payment of the exercise price in accordance with any restrictions as the Committee shall adopt. The notice of exercise, once delivered, shall be irrevocable.

(d)Broker-Assisted Exercises. To the extent permitted by law, any Option may permit payment of the exercise price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Shares to which such exercise relates. In such case, the Committee shall establish rules and procedures relating to

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such Broker- (or Bank-) assisted exercises in a manner intended to comply with the requirements of Section  422 of the Code (in the case of Incentive Stock Options) and Section 409A of the Code, including as to all Options, without limitation, the time when the election to exercise an option in such manner may be made, the time period by which the bank or broker must remit payment of the exercise price, the interest or other earnings attributable to the payment and the method of funding, if any, attributable to the payment.

(e)Term of Option. The Committee shall determine the option exercise period of each Option. The exercise period for Options shall not exceed ten years from the grant date.

(f)First Exercisable Date. Subject to Sections 10 and 13, no Option may be exercised during the first year of its term or such longer period as may be specified in the Award Agreement; provided, however, that the Committee may in its discretion make any Option that is not yet exercisable immediately exercisable as to all or a portion of the Shares underlying such Option.

(g)Termination of Option. Subject to Section 13 below, all Options shall terminate upon their expiration, their surrender, upon breach by the optionee of any provisions of the Option, or in accordance with any other rules and procedures incorporated into the terms and conditions governing the Options as the Committee shall deem advisable or appropriate.

(h)Incorporation by Reference. The Option shall contain a provision that all the applicable terms and conditions of the Plan are incorporated by reference therein.

(i)Other Provisions. The Option shall also be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan.  In addition, Incentive Stock Options granted under the Plan shall contain such other provisions as may be necessary to meet the requirements of the Code and the Treasury Department rulings and regulations issued thereunder with respect to Incentive Stock Options.

7.Stock Appreciation Rights.  Stock Appreciation Rights may be granted hereunder to any Participant either alone or in addition to other Awards granted under the Plan. The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. The Committee may impose such terms and conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem advisable or appropriate; provided that a Stock Appreciation Right shall not have a grant price less than the Fair Market Value of a Share on the date of grant or a term of greater than ten years.

8.Restricted Stock.

(a)Issuance. A Restricted Stock Award shall be subject to restrictions imposed by the Committee at the time of grant for a period of time specified by the Committee (the “Restriction Period”). Restricted Stock Awards may be issued hereunder to Participants for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. Any Restricted Stock grant shall also be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan as herein set forth.

(b)Registration. Any Restricted Stock issued hereunder may be evidenced in such manner as the Committee, in its sole discretion, shall deem appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates. In the event any stock certificates are issued in respect of Shares of Restricted Stock awarded under the Plan, such certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award.

(c)Vesting.  Subject to Sections 10 and 13, and except to the extent the Committee in its sole discretion specifies a longer vesting schedule in the Restricted Stock Award, Shares of Restricted Stock awarded to any non-employee Director (or to any employee Director to the extent granted to him or her in his or her capacity as a Director) shall vest (i.e., the risk of forfeiture with respect to such Shares shall lapse) on the first anniversary of the grant date.  Subject to Sections 10 and 13 and except as provided in the previous sentence, Shares of Restricted Stock awarded to any Participant shall vest ratably on the first, second and third anniversaries of the grant date, unless otherwise

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specified by the Committee, in its sole discretion, in the Restricted Stock Award.  Notwithstanding the foregoing, the Committee may in its discretion accelerate vesting of a Restricted Stock Award as to all or a portion of the Shares underlying the Award.

9.Performance Awards.  Performance Awards may be paid in cash, Shares, other property, or any combination thereof, and may be subject to such other terms and conditions as the Committee shall deem advisable or appropriate, consistent with the provisions of the Plan as set forth, in the sole discretion of the Committee at the time of payment. Each grant of Performance Shares will specify the performance goals which, if achieved, will result in payment or early payment of the Award, and each grant may specify in respect of such specified performance goals a level or levels of achievement and will set forth a formula for determining the number of Performance Shares that will be earned if performance is at or above the minimum level or levels, but falls short of full achievement of the specified performance goal. The performance levels to be achieved for each Performance Period and the amount of the Performance Shares to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis. The Committee may designate whether any Performance Award, either alone or in addition to other Awards granted under the Plan, being granted to any Employee is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated to be “performance-based compensation” shall be conditioned on the achievement of one or more performance measures, to the extent required by Code Section 162(m), and shall be issued in accordance with Section 12.

Performance Awards granted to an Employee may vest solely based upon the achievement of the relevant performance goals, or subject to Section 10 below, may be subject to forfeiture if the employment of such Participant is terminated for any reason within one year following the issuance date of such Performance Award or such longer period as may be specified in the Performance Award.

10.Change In Control Provisions.

(a)Unless the Committee or Board shall determine otherwise at the time of grant with respect to a particular Award, and notwithstanding any other provision of the Plan to the contrary, in the event a Participant’s employment or service is involuntarily terminated without Cause (as determined by the Committee or Board in its sole discretion) during the 12-month period following a Change in Control:

(i)any Options and Stock Appreciation Rights outstanding, and which are not then exercisable and vested, shall become immediately fully vested and exercisable on the date of such termination;

(ii)the restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall on the date of such termination become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and

(iii)all Performance Awards shall be considered to be earned and payable in full, based on the applicable performance criteria or, if not determinable, at the target level and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.

(b)Change in Control Cash Out. Notwithstanding any other provision of the Plan, in the event of a Change in Control the Committee or Board may, in its discretion, provide that each or any Award outstanding at the time of the Change in Control shall, upon the occurrence of a Change in Control, be cancelled in exchange for a cash payment to be made within 30 days of the Change in Control in an amount equal to (i) with respect to an Option or Stock Appreciation Right, the amount by which the Change in Control Price per Share exceeds the exercise or grant price per Share under the Option or Stock Appreciation Right (the “spread”) multiplied by the number of Shares granted under the Option or Stock Appreciation Right and (ii) with respect to Restricted Stock Awards and Performance Awards, an amount equal to the Change in Control Price multiplied by the number of Shares issuable under the Restricted Stock Award or Performance Award, as the case may be.

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(c)To the extent a Participant is covered by another Benefit Plan maintained by the Company or any Subsidiary, the terms of such Benefit Plan that govern vesting in connection with a Change in Control shall govern the vesting of such Participant’s Awards.  To the extent the Participant’s Awards are not eligible for accelerated vesting thereunder, such Awards shall be entitled to accelerated vesting to the extent provided in this Section 10.

11.Compliance with Section 409A of the Code.

(a)To the extent applicable, it is intended that the Plan and any grants made hereunder comply with the provisions of Section 409A of the Code.  The Plan and any grants made hereunder shall be administrated in a manner consistent with this intent, and any provision that would cause the Plan or any grant made hereunder to fail to satisfy Section 409A of the Code shall have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Board without the consent of Participants). Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b)In order to determine for purposes of Section 409A of the Code whether a Participant is in the service of a member of the Company’s controlled group of corporations under Section 414(b) of the Code (or by a member of a group of trades or businesses under common control with the Company under Section 414(c) of the Code) and, therefore, whether the Common Shares that are or have been purchased by or awarded under the Plan to the Participant are shares of “service recipient” stock within the meaning of Section 409A of the Code:

In applying Code Section 1563(a)(1), (2) and (3) for purposes of determining the Company’s controlled group under Section 414(b) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and

In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses under common control with the Company for purposes of Section 414(c) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

12.Code Section 162(m) Provisions.

(a)Notwithstanding any other provision of the Plan, if the Committee determines at the time a Performance Award is granted to a Participant who is then an officer that such Participant is, or is likely to be as of the end of the tax year in which the Company would ordinarily claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 12 is applicable to such Award and if the Committee so designates, then any provisions of the Plan which would violate the provisions of Section 162(m) of the Code shall be inapplicable to such Award.

(b)If a Performance Award is subject to this Section 12, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, shareholder return or economic value added of the Company or the Subsidiary or division of the Company for or within which the Participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable Subsidiary) under one or more of the measures described above relative to the performance of other corporations. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder.

(c)Notwithstanding any provision of the Plan other than Section 10, with respect to any Performance Award that is subject to this Section 12, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the

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case of the death or Disability of the Participant, or under such other conditions where such waiver will not jeopardize the treatment of other Awards under this Section as “performance-based compensation” under Section 162(m) of the Code.

(d)The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.

13.Termination of Service.

(a)Unless otherwise provided in the relevant Award Agreement or in a Benefit Plan applicable to the Award, upon the termination of a Participant’s service as an Employee of the Company or one of its Subsidiaries or as a non-employee Director (the date of such termination referred to as the “Service Termination Date”):

(i)Options and Stock Appreciation Rights of such Participant to the extent exercisable on the Service Termination Date shall continue to be exercisable until, and shall cease to be exercisable after, the earlier of (A) the date that the Option or Stock Appreciation Right terminates or expires in accordance with its terms or (B) the expiration of the following time period after termination of service with the Company or Subsidiary: (1) the original term of such Option or Stock Appreciation Right if such service ceased due to Retirement, (2) twelve months if such service ceased due to death or Disability, (3) three months if such service ceased as a result of a termination for any other reason, or (4) such other period as the Committee may determine in its discretion, whether prior to or following the grant of an Award, not to exceed ten years from the grant date; provided that, in the event of a termination of service for Cause, such Participant’s right to any further payments, vesting or exercisability with respect to any Award shall be forfeited in its entirety; and

(ii)the Participant shall forfeit each (i) share of Restricted Stock and (ii) Performance Award held by the Participant at the Service Termination Date as to which, as of that date, any restrictions or conditions have not lapsed or been waived; provided, however, that if the Participant paid an acquisition price for any of such Restricted Stock, the Company shall fully reimburse the acquisition price to the Participant on or promptly following the Service Termination Date.

(b)Notwithstanding anything set forth in clause (a) above, (i) if a termination of service results from the Participant’s death or Retirement, then on the Service Termination Date all outstanding Options and Stock Appreciation Rights held by such Participant on the Service Termination Date that are not then exercisable and vested shall become immediately fully vested and exercisable, and (ii) if a termination of service results from the Participant’s death, any Restricted Stock held by such Participant on the Service Termination Date shall immediately become fully vested and transferable to the full extent of the original grant.

(c)Notwithstanding anything set forth in clause (a) above or in Section 6, and unless the Committee determines otherwise, in the event that (i) the holder of an Option or a Stock Appreciation Right dies, (ii) his representative has a right to exercise such Option or Stock Appreciation Right (the “Decedent’s Award”), (iii) the Decedent’s Award is not exercised by the last day on which it is exercisable (the “Final Exercise Date”), and (iv) the exercise or grant price per share is below the Fair Market Value of a Share on such date, the Committee shall either (i) cancel the Option or Stock Appreciation Right in exchange for a cash payment equal to the excess of (a) the Fair Market Value of one Share on the Final Exercise Date over (b) the exercise or grant price of the Decedent’s Award, multiplied by the number of Shares granted under the Option or Stock Appreciation Right or (ii) deem the Decedent’s Award to be exercised on the Final Exercise Date via a cashless exercise procedure determined by the Committee, and in either case, the resulting proceeds net of any required tax withholding shall be paid to the representative.

(d)Notwithstanding anything set forth in clause (a) above, if a termination of service results from a Participant’s Disability, then on the Service Termination Date (i) those tranche(s) of the outstanding Options and Stock Appreciation Rights held by such Participant on the Service Termination Date that would have vested in accordance with the Award Agreement during the 12 month period following the Service Termination Date but for the cessation of the Participant’s service with the Company or its Subsidiary as an Employee or service as a non-employee Director, shall become immediately vested and exercisable, and (ii) the risk of forfeiture and other restrictions on transfer applicable to tranche(s) of outstanding Restricted Stock held by such Participant on the Service Termination

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Date which would have lapsed in accordance with the Award Agreement during the 12 month period following the Service Termination Date but for the cessation of the Participant’s service with the Company or its Subsidiary as an employee or his service as a non-employee Director shall immediately be deemed to have lapsed.

14.Amendments and Termination.

(a)The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if such approval is necessary to qualify for or comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply, (ii) the consent of the affected Participant, if such action would materially impair the rights of such Participant under any outstanding Award or (iii) approval of the holders of a majority of the outstanding Common Stock with respect to any alteration or amendment to the Plan which increases the maximum number of Shares of Common Stock which may be issued under the Plan (except to the extent contemplated by Section 4(c) above), extends the term of the Plan or of options granted thereunder, changes the eligibility criteria in Section 5, or reduces the exercise or grant price below that now provided for in the Plan.

(b)Subject to Section 12, the Committee may delegate to another committee, as it may appoint, the authority to take any action consistent with the terms of the Plan, either before or after an Award has been granted, which such other committee deems necessary or advisable to comply with any government laws or regulatory requirements of a foreign country, including but not limited to, modifying or amending the terms and conditions governing any Awards, or establishing any local country plans as sub-plans to this Plan. In addition, under all circumstances, the Committee may make non-substantive administrative changes to the Plan as to conform with or take advantage of governmental requirements, statutes or regulations.

(c)The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment to an outstanding Award shall (i) materially impair the rights of any Participant without his or her consent or (ii) except for adjustments made pursuant to Section 4(c) or in connection with Substitute Awards, reduce the exercise or grant price of outstanding Options or Stock Appreciation Rights or cancel or amend outstanding Options or Stock Appreciation Rights for the purpose of repricing, replacing or regranting such Options or Stock Appreciation Rights with an exercise or grant price that is less than the exercise or grant price of the original Options or Stock Appreciation Rights without stockholder approval. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.  Notwithstanding the foregoing, any adjustments made pursuant to Section 4(c) shall not be subject to these restrictions.

15.Dividends.  Subject to the provisions of the Plan and any Award Agreement, the recipient of a Restricted Stock Award may, if so determined by the Committee, be entitled to receive cash or stock dividends, or cash payments in amounts equivalent to cash or stock dividends on Shares (“dividend equivalents”) with respect to the number of Shares covered by the Restricted Stock Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.

16.General Provisions.

(a)An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant or, in the event of a Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.; provided that the Committee, in its sole discretion, may permit additional transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

(b)No Employee shall have the right to be selected to receive an Option or other Award under this Plan or, having been so selected, to be selected to receive a future Award grant or Option. Neither the Award nor any benefits arising out of the Plan shall constitute part of a Participant’s employment or service contract with the Company or

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any Subsidiary and, accordingly, the Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments. The Awards under the Plan are not intended to be treated as compensation for any purpose under any other Company plan.

(c)No Employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

(d)The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have accepted an Award Agreement or other instrument evidencing the Award.

(e)Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or service contract or confer or be deemed to confer on any Employee or Participant any right to continue in the employ or service of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate an Employee’s employment or Participant’s service at any time, with or without cause.

(f)All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would comply with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.

(h)Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services.

(i)The Company and its Subsidiaries shall be authorized to withhold from any Award granted or payment due under the Plan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company or Subsidiary to satisfy all obligations for the payment of such taxes. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by delivery of or transfer of Shares to the Company (to the extent the Participant has owned the surrendered shares for more than six months if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes), or by directing the Company to retain Shares (up to the Employee’s minimum required tax withholding rate) otherwise deliverable in connection with the Award.

(j)Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

(k)Any Award shall contain a provision that it may not be exercised at a time when the exercise thereof or the issuance of Shares thereunder would constitute a violation of any federal or state law or listing requirements of the New York Stock Exchange for such Shares or a violation of any foreign jurisdiction where Awards are or will be granted under the Plan. The provisions of the Plan shall be construed, regulated and administered according to the laws of the State of New Jersey without giving effect to principles of conflicts of law, except to the extent superseded by any controlling Federal statute.

(l)If any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be

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construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

(m)Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.

(n)If approved by the Committee in its sole discretion, an Employee’s absence or leave because of military or governmental service or disability shall not be considered an interruption of employment for any purpose under the Plan.

(o)If an Award granted to a Participant under the Plan is also covered by another Benefit Plan (such as the Long Term Incentive Plan or an employment or severance agreement), the Award shall also be subject to the terms of such Benefit Plan(s).  The Plan and all such Benefit Plans that cover the Participant and the Award shall be construed in a consistent manner.  In the event of a conflict between the terms and conditions of the Plan and any of the Benefit Plans as they relate to an Award hereunder, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) any Benefit Plan that constitutes a long term incentive plan or other plan which covers equity awards issued under the Plan; and (iii) the Plan; provided, however, that no effect shall be given to any provision of any Benefit Plan that conflicts with any provision of the Plan if and to the extent that such conflicting provision in the Benefit Plan could not have been approved by the Board as an amendment to the Plan pursuant to Section 14(a) of the Plan without stockholder approval or the consent of the relevant Participant, unless and until such approval or consent has been obtained.

17.Term of Plan.  The Plan shall terminate on the tenth anniversary of the Effective Date, unless sooner terminated by the Board pursuant to Section 14.

18.Compliance with Section 16.  With respect to Participants subject to Section 16 of the Exchange Act (“Members”), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent that compliance with any Plan provision applicable solely to such Members that is included solely for purposes of complying with Rule 16b-3 is not required in order to bring a transaction by such Member in compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Committee. To the extent any provision in the Plan or action by the Committee involving such Members is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Members, to the extent permitted by law and deemed advisable by the Committee.

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Andrew A. Krakauer, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cantel Medical Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 12, 2012
By:	/s/ Andrew A. Krakauer
Andrew A. Krakauer, President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Craig A. Sheldon, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cantel Medical Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 12, 2012
By:	/s/ Craig A. Sheldon
Craig A. Sheldon, Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF

TITLE 18, UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officers of Cantel Medical Corp. (the “Company”), do hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the quarter ended January 31, 2012 as filed with the Securities and Exchange Commission (the “Form 10-Q”) that, to the best of their knowledge:

1.The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company, as of the date and for the period referred to in this report.

Date:  March 12, 2012

/s/ Andrew A. Krakauer

Andrew A. Krakauer

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Craig A. Sheldon

Craig A. Sheldon

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

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Recent Accounting Pronouncements

6 Months Ended

Jan. 31, 2012

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Note 4.                  Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-08, “Intangibles — Goodwill and Other,” (“ASU 2011-08”), which amends current guidance to allow a company to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The amendment also improves previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 will not have any impact upon our financial position and results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”), which requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. Accordingly, we will adopt ASU 2011-05 in our third quarter of fiscal 2012. The adoption of this updated disclosure guidance will not have any impact upon our financial position and results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). This standard results in a common requirement between the FASB and the International Accounting Standards Board for measuring fair value and disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. Accordingly, we will adopt ASU 2011-04 in our third quarter of fiscal 2012. We are currently in the process of evaluating the effect of ASU 2011-04 on our financial position and results of operations.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, a consensus of the FASB Emerging Issues Task Force,” (“ASU 2010-29”), which addresses the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for material business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) had occurred at the beginning of the comparable prior annual reporting period only. Additional amendments expand supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for fiscal years beginning after December 15, 2010 and is applied prospectively to business combinations completed after that date. Accordingly, we adopted ASU 2010-29 on August 1, 2011 and applied the provisions of this ASU to the Byrne Medical Business acquisition, as further described in Note 3 to the Condensed Consolidated Financial Statements. The adoption of this updated disclosure guidance did not have any impact upon our financial position and results of operations.

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Acquisitions

6 Months Ended

Jan. 31, 2012

Acquisitions

Acquisitions

Note 3.                  Acquisitions

Byrne Medical, Inc. Disposable Endoscopy Products Business

On August 1, 2011 our Minntech subsidiary acquired the business and substantially all of the assets of BMI, a privately owned, Texas-based company that designs, manufactures and sells an innovative array of disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures.  Excluding acquisition-related costs of $1,099,000 (of which $626,000 and $473,000 was recorded in general administrative expenses in the six months ended January 31, 2012 and fiscal 2011, respectively) we paid an aggregate purchase price of $99,361,000 (which reflects a $639,000 decrease resulting from a net asset value adjustment that was recorded as a reduction of goodwill in December 2011), comprised of $89,361,000 in cash and $10,000,000 in shares of Cantel common stock that is subject to both a multi-year lock-up and three-year price floor (described below). After giving effect for the Company’s three-for-two stock split, the stock consideration consisted of 601,685 shares of Cantel common stock and was based on the closing price of Cantel common stock on the NYSE on July 29, 2011 ($16.62). In addition there is up to a $10,000,000 potential cash contingent consideration payable to BMI over two years based on the achievement by the acquired business of certain targeted amounts of gross profit. A portion of the purchase price (including the stock consideration) was placed in escrow as security for indemnification obligations of BMI and its principal stockholder, Mr. Byrne. In addition, we purchased certain land and buildings utilized by the Byrne Medical Business from Byrne Investments LLC, an affiliate of Mr. Byrne, for $5,900,000.

We account for contingent consideration by recording the fair value of contingent consideration as a liability and an increase to goodwill on the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Condensed Consolidated Statements of Income.  Accordingly, on August 1, 2011 we increased acquisitions payable and goodwill by $2,700,000 to record our initial estimated fair value of the contingent consideration that would be earned over the two years ending July 31, 2013. At both October 31, 2011 and January 31, 2012, we re-measured the fair value of the contingent consideration and recorded a $100,000 change in fair value in each quarter of our fiscal 2012 as an increase to acquisitions payable and general and administrative expenses in the Condensed Consolidated Financial Statements, thereby increasing the contingent consideration payable to $2,900,000 at January 31, 2012.

Subject to certain conditions and limitations, under the price floor referred to above, we agreed that if the aggregate value of the stock consideration is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014). This three-year price floor is a free standing financial instrument that we are required to record as a liability at fair value on the date of acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Condensed Consolidated Statements of Income. Accordingly, on August 1, 2011 we increased acquisitions payable and goodwill by $3,000,000 to record our initial estimated fair value of the three-year price floor. The fair value of this liability was determined using the Black-Scholes option valuation model. At both October 31, 2011 and January 31, 2012, we re-measured the fair value of the price floor and recorded the change in fair value of $582,000 and $623,000, respectively, as a decrease to both acquisitions payable and general and administrative expenses in the Condensed Consolidated Financial Statements, thereby decreasing the price floor liability to $1,795,000 at January 31, 2012.

Additionally, the $10,000,000 stock portion of the purchase price was measured at fair value, which was determined using put option valuation models, to account for the discount for the multi-year lock up feature that prohibits the sellers of the Byrne Medical Business from trading the 601,685 shares of Cantel common stock during the three or four year lock-up period, which period is dependent upon whether BMI’s principal stockholder is employed by us on August 1, 2014. As a result of our valuation, the fair value of the 601,685 shares was determined to be $7,640,000, of which $7,310,000 was considered purchase price and $330,000 was determined to be compensation expense that will be expensed on a straight-line basis over the minimum lock up period of three years. The determinations of fair value using option-pricing models are affected by our stock price and risk free interest rate as well as assumptions regarding a number of subjective variables, including, but not limited to, the expected stock price volatility of our common stock over the expected life of the instrument and the expected dividend yield.

Since we will be continually re-measuring both the contingent consideration liability and the three-year price floor liability at each balance sheet date and recording changes in the respective fair values through our Condensed Consolidated Statements of Income, we will potentially have significant earnings volatility in our future results of operations until the completion of both the two year period relating to the contingent consideration and three year period relating to the price floor.

The components of the purchase price, as explained above, consist of the following:

Cash (including purchase of buildings)	$	95,261,000
Fair value of the Cantel common stock with the mult-year lock-up	7,310,000
Total consideration paid at August 1, 2011	102,571,000
Price floor	3,000,000
Contingent consideration	2,700,000
Total purchase price recorded at August 1, 2011	$	108,271,000

In connection with the acquisition, we acquired certain tangible assets including accounts receivable, inventories and equipment and assumed certain liabilities of BMI including trade payables, sales commissions payable and ordinary course business liabilities.

In conjunction with the acquisition of the Byrne Medical Business and the impending expiration of our existing credit facility, we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 with our senior lenders to fund the cash consideration paid in and the costs associated with the acquisition, as well as to refinance our existing working capital credit facilities, as more fully described in Note 10 to the Condensed Consolidated Financial Statements.

The purchase price was preliminarily allocated to the assets acquired and assumed liabilities based on estimated fair values as follows:

	Preliminary
Net Assets	Allocation
Current assets:
Accounts receivable	$	4,303,000
Inventory	4,581,000
Other assets	588,000
Property, plant and equipment	10,233,000
Amortizable intangible assets (lives are a preliminary estimate):
Customer relationships (15-year life)	25,300,000
Trade name (10-year life)	2,200,000
Technology (8-year life)	11,900,000
Non-compete agreement (14 year-weighted-average life)	2,000,000
Other assets	105,000
Current liabilities	(2,277,000		)
Other liabilities	(85,000		)
Net assets acquired	$	58,848,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $49,423,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes over fifteen years, has been included in our Endoscopy segment.

For the twelve months ended December 31, 2010, BMI’s latest audited fiscal year, BMI generated revenues and gross profit of $34,293,000 and $21,991,000, respectively.

Since the acquisition was completed on the first day of fiscal 2012, the results of operations of the Byrne Medical Business are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011.  As a result of the acquisition, we changed the name of our reporting segment previously known as Endoscope Reprocessing to Endoscopy. The operations of the Byrne Medical Business are fully included within our Endoscopy segment.

For the three and six months ended January 31, 2012, the Byrne Medical Business added the following to the Endoscopy segment in our Condensed Consolidated Financial Statements:

	Three Months Ended		Six Months Ended
	January 31, 2012		January 31, 2012
Net sales	$	12,147,000	$	23,639,000
Operating income	$	3,438,000	$	5,480,000
Capital expenditures	$	216,000	$	493,000
Depreciation and amortization	$	1,207,000	$	2,411,000

Excluding non-recurring items directly related to the acquisition, the Byrne Medical Business added $2,915,000 and $5,994,000 to the segment operating income for the three and six months ended January 31, 2012, respectively. Such non-recurring items include (i) acquisition-related charges of approximately $626,000 which were recorded in general administrative expenses in the three months ended October 31, 2011 and (ii) an increase in operating earnings relating to net fair value changes of $523,000 and $112,000 for the three and six months ended January 31, 2012, respectively, related to the acquisition date inventory, contingent consideration liability and three year price floor liability as further described above. Additionally, the segment operating income for the three and six months ended January 31, 2012 excludes debt issuance costs relating to the Second Amended and Restated Credit Agreement of approximately $1,412,000, which is being amortized to interest expense over the life of the credit facilities, and interest expense relating to the borrowings under our credit facilities to fund a significant portion of the purchase price.

The principal reasons for the acquisition of the Byrne Medical Business were as follows: (i) the complementary nature of its infection prevention and control business which further expands our business into hospital and outpatient center-based GI endoscopy; (ii) the addition of a market leading, high margin business in a familiar segment in infection prevention and control; (iii) the increase in the percentage of our net sales derived from recurring consumables; (iv) the expectation that the acquisition increases overall corporate gross margin percentage and will be accretive to our future earnings per share; (v) the belief that the endoscopy market will convert from re-using to disposing of certain components in GI endoscopy; and (vi) the opportunity for us to further expand our business into the design, manufacture and distribution of proprietary products. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

Selected unaudited supplemental pro forma consolidated statements of income data for the three and six months ended January 31, 2012 and 2011 assuming that the Byrne Medical Business was included in our results of operations as of August 1, 2010 (the beginning of our fiscal 2011) are as follows:

	Three Months Ended				Six Months Ended
	January 31,				January 31,
	2012		2011		2012		2011
Net sales	$	97,297,000	$	90,195,000	$	190,559,000	$	171,012,000
Net income	$	7,294,000	$	6,611,000	$	14,570,000	$	11,357,000
Earnings per share:
Basic	$	0.27	$	0.25	$	0.54	$	0.44
Diluted	$	0.27	$	0.25	$	0.54	$	0.43
Weighted average common shares:
Basic	26,926,000		26,259,000		26,785,000		26,094,000
Diluted	27,243,000		26,613,000		27,084,000		26,354,000

Supplemental pro forma data for the six months ended January 31, 2012 was adjusted to exclude acquisition-related costs of $626,000 and a fair value adjustment charge of $893,000 related to the step-up in the fair value of inventories. The six months ended January 31, 2011 supplemental pro forma data was adjusted to include these amounts. In addition, in order to affect the unaudited pro forma consolidated statement of income data for the three and six months ended January 31, 2011, the operating results of Cantel for the three and six months ended January 31, 2011 were consolidated with the operating results of the Byrne Medical Business for the final three and six months of its fiscal year ended December 31, 2010 and were further adjusted to include (i) amortization of intangible assets and depreciation and amortization of property and equipment based upon the preliminary appraised fair values and useful lives of such assets; (ii) interest expense including interest on the senior bank debt at an effective interest rate of 2.98% per annum and amortization of new debt issuance costs over the life of the credit facilities; (iii) the elimination of certain expenses unrelated to the acquired assets of the Byrne Medical Business; (iv) the elimination of incentive compensation for the former primary owner in excess of incentive compensation consistent with the terms of his new employment contract; (v) a decrease of $26,000 and $66,000, respectively, to general and administrative expense relating to a net change in fair value of the contingent consideration and the three-year price floor solely to reflect the passage of time (the three and six months ended January 31, 2012 includes a decrease to general and administrative expenses to reflect the actual net fair value adjustment of $523,000 and $1,005,000, respectively, relating to such items as further described above); and (vi) income tax expense calculated using our fiscal 2011 consolidated U.S. effective tax rate. All other operating results reflect actual performance.

This pro forma information is provided for illustrative purposes only, and does not necessarily indicate what the operating results of the combined company might have been had the acquisition actually occurred at the beginning of fiscal 2011, nor does it necessarily indicate the combined company’s future operating results.

ConFirm Monitoring Systems, Inc.

On February 11, 2011, our Crosstex subsidiary acquired the ConFirm Monitoring Business, a private company based in Englewood, Colorado with revenues relating to biological monitoring services for dental and other healthcare customers located primarily in North America. The company offers both a mail-in service and in-office spore test kits for healthcare professionals to verify the performance of their sterilizers in accordance with industry guidelines for daily or weekly testing. The ConFirm Acquisition is included in our Healthcare Disposables segment. Total consideration for the transaction, excluding transaction costs of $52,000, was $7,500,000 plus contingent consideration of up to an additional $1,000,000 based upon achievement of specified sales levels through January 31, 2012.

We account for contingent consideration by recording the fair value of contingent consideration as a liability and an increase to goodwill at the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through general and administrative expenses in our Condensed Consolidated Statements of Income.  Accordingly, on February 11, 2011 we increased acquisitions payable and goodwill by $656,000 to record our initial estimated fair value of the contingent consideration that would be earned by January 31, 2012 and continually re-measured the liability at each balance sheet date thereafter, as further described in Note 7 to the Condensed Consolidated Financial Statements. The changes in estimated fair value during the one year period ended January 31, 2012 were driven by changes in the assumptions pertaining to the achievement of the specified sales levels and the time value of money. Based on actual sales results for the one year period ended January 31, 2012, the contingent consideration liability was determined to be $855,000 at January 31, 2012 and will be paid during our third quarter of fiscal 2012.

The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows:

	Final
Net Assets	Allocation
Current assets	$	1,399,000
Property, plant and equipment	93,000
Amortizable intangible assets:
Customer relationships (10-year life)	2,290,000
Trade name (6-year life)	470,000
Technology (5-year life)	110,000
Non-compete agreement (8-year life)	30,000
Current liabilities:
Accounts payable	(244,000		)
Deferred revenue	(1,226,000		)
Net assets acquired	$	2,922,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $5,234,000 was assigned to goodwill, which is deductible for income tax purposes over fifteen years.

The principal reasons for the acquisition were (i) to expand our sterility assurance product portfolio, (ii) to enable cross-selling of our existing products such as our patent-pending Sure-CheckTM sterilization pouch, (iii) to leverage Crosstex’ sales and marketing infrastructure in the dental arena and (iv) the expectation that the acquisition will be accretive to our future earnings per share beyond fiscal 2011. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

The results of operations for the ConFirm Acquisition are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from our results of operations for the three and six months ended January 31, 2011. Pro forma consolidated statements of income data have not been presented due to the insignificant impact of this acquisition.

Gambro Business

On October 6, 2010, our Mar Cor subsidiary acquired from Gambro certain net assets and the exclusive rights in the United States and Puerto Rico to manufacture and sell Gambro’s water treatment products used in the production of water for hemodialysis. Immediately following the acquisition, we commenced sales and service of all Gambro water products, components, parts and consumables solely intended for the United States and Puerto Rico markets. The manufacturing of these products has been transitioned into our own manufacturing facility in Plymouth, Minnesota. The Gambro Acquisition expands our Water Purification and Filtration’s annual business in terms of sales, particularly with respect to product and service sales volumes in both existing and new dialysis clinics across the United States and Puerto Rico by 19% (approximately 75% of Gambro Acquisition revenues are from one customer). Total consideration for the transaction, excluding acquisition-related costs of approximately $240,000, was approximately $23,700,000, of which $3,100,000 is being paid in six equal quarterly payments ending April 2012. As of January 31, 2012, $2,583,000 of the $3,100,000 has been paid. The Gambro Acquisition is included in our Water Purification and Filtration operating segment.

The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows:

	Final
Net Assets	Allocation
Current assets (principally inventories)	$	3,080,000
Property, plant and equipment	11,000
Amortizable intangible assets:
Technology (8-year life)	1,170,000
Customer relationships (11.5-year weighted average life)	6,640,000
Non-compete agreement (14-year life)	1,050,000
Current liabilities	(60,000		)
Net assets acquired	$	11,891,000

There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $11,809,000 was assigned to goodwill, which is deductible for income tax purposes over fifteen years.

The reasons for the acquisition were as follows: (i) the expansion of our water purification product line, particularly in the area of cost effective heat sanitizable water purification equipment; (ii) the opportunity to add an installed equipment base of business into which we can (a) increase service revenue while improving the density and efficiency of the Mar Cor service network and (b) drive a greater portion of recurring consumable sales per clinic; (iii) the potential revenue and cost savings synergies and efficiencies that could be realized through optimizing and combining the acquired assets (including Gambro employees) into Mar Cor; and (iv) the expectation that the acquisition will be accretive to our future earnings per share. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill.

The results of operations of the Gambro Business are included in our results of operations for the three and six months ended January 31, 2012, the three months ended January 31, 2011 and the portion of the six months ended January 31, 2011 subsequent to its acquisition date. Pro forma consolidated statement of income data has not been presented due to the unavailability of pre-acquisition financial statements of the Gambro Business, since the Gambro Business did not maintain separate financial statements related to these purchased assets.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jan. 31, 2012	Jul. 31, 2011
Current assets:
Cash and cash equivalents	$ 21,689	$ 18,410
Accounts receivable, net of allowance for doubtful accounts of $811 at January 31 and $1,096 at July 31	45,899	46,121
Inventories:
Raw materials	21,662	18,649
Work-in-process	5,566	4,727
Finished goods	19,590	16,688
Total inventories	46,818	40,064
Deferred income taxes	3,717	3,645
Prepaid expenses and other current assets	4,451	3,084
Total current assets	122,574	111,324
Property and equipment, net	43,716	34,459
Intangible assets, net	75,842	39,191
Goodwill	183,502	134,770
Other assets	3,068	1,699
Total assets	428,702	321,443
Current liabilities:
Current portion of long-term debt	10,000
Accounts payable	11,883	13,218
Compensation payable	9,745	11,758
Accrued expenses	9,867	8,415
Deferred revenue	6,907	6,718
Acquisitions payable	3,072	2,325
Income taxes payable	99	977
Total current liabilities	51,573	43,411
Long-term debt	98,000	24,000
Deferred income taxes	18,201	18,450
Acquisitions payable	2,995
Other long-term liabilities	1,265	1,267
Stockholders' equity:
Preferred Stock, par value $1.00 per share; authorized 1,000,000 shares; none issued
Common Stock, par value $.10 per share; authorized 30,000,000 shares; January 31 - 29,866,346 shares issued and 26,959,330 shares outstanding; July 31 - 28,737,043 shares issued and 25,910,146 shares outstanding	2,987	2,874
Additional paid-in capital	122,257	109,777
Retained earnings	150,981	138,725
Accumulated other comprehensive income	8,322	9,283
Treasury Stock, at cost; January 31 - 2,907,016 shares; July 31 - 2,826,897 shares	(27,879)	(26,344)
Total stockholders' equity	256,668	234,315
Total liabilities and stockholders' equity	$ 428,702	$ 321,443

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Basis of Presentation

6 Months Ended

Jan. 31, 2012

Basis of Presentation

Basis of Presentation

Note 1.Basis of Presentation

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States 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 the Annual Report of Cantel Medical Corp. (“Cantel”) on Form 10-K for the fiscal year ended July 31, 2011 (the “2011 Form 10-K”) and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.

The unaudited interim financial statements reflect all adjustments (of a normal and recurring nature) 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, 2011 was derived from the audited Consolidated Balance Sheet of Cantel at that date.

Cantel had five principal operating companies at each of January 31, 2012 and July 31, 2011; Minntech Corporation (“Minntech”), Crosstex International, Inc. (“Crosstex”), Mar Cor Purification, Inc. (“Mar Cor”), Biolab Equipment Ltd. (“Biolab”) and Saf-T-Pak, Inc. (“Saf-T-Pak”), all of which are wholly-owned operating subsidiaries. In addition, Minntech had three foreign subsidiaries at each of January 31, 2012 and July 31, 2011; Minntech B.V., Minntech Asia/Pacific Ltd. and Minntech Japan K.K., which serve as Minntech’s bases in Europe, Asia/Pacific and Japan, respectively.

We currently operate our business through seven operating segments: Endoscopy (through Minntech), Water Purification and Filtration (through Mar Cor, Biolab and Minntech), Healthcare Disposables (through Crosstex), Dialysis (through Minntech), Therapeutic Filtration (through Minntech), Specialty Packaging (through Saf-T-Pak) and Chemistries (through Minntech). The Therapeutic Filtration, Specialty Packaging and Chemistries operating segments are combined in the All Other reporting segment for financial reporting purposes.

On August 1, 2011 our Minntech subsidiary acquired the business and substantially all of the assets of Byrne Medical, Inc. (“BMI”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. The results of operations for the acquired business (the “Byrne Medical Business”) are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011. As a result of this acquisition, we expanded our endoscopy product offerings outside of endoscope reprocessing and therefore we have renamed our Endoscope Reprocessing segment to the Endoscopy segment. This change in segment description has no impact upon any reported financial information of this segment.

On February 11, 2011, our Crosstex subsidiary acquired certain net assets of the sterilization monitoring business of ConFirm Monitoring Systems, Inc. (the “ConFirm Monitoring Business” or the “ConFirm Acquisition”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. Its results of operations are included in our results of operations for the three and six months ended January 31, 2012 and are excluded from the three and six months ended January 31, 2011. The ConFirm Acquisition is included in our Healthcare Disposables segment.

On October 6, 2010, our Mar Cor subsidiary acquired from Gambro Renal Products, Inc. (“GRP”) and a Swedish-based affiliate of GRP (collectively, “Gambro”) certain net assets and the exclusive rights in the United States and Puerto Rico to manufacture and sell Gambro’s water treatment products used in the production of water for hemodialysis (the “Gambro Business” or the “Gambro Acquisition”), as more fully described in Note 3 to the Condensed Consolidated Financial Statements. Its results of operations are included in our results of operations for the three and six months ended January 31, 2012, the three months ended January 31, 2011 and the portion of the six months ended January 31, 2011 subsequent to its acquisition date. The Gambro Acquisition is included in our Water Purification and Filtration segment.

Throughout this document, references to “Cantel,” “us,” “we,” “our,” and the “Company” are references to Cantel Medical Corp. and its subsidiaries, except where the context makes it clear the reference is to Cantel itself and not its subsidiaries.

Subsequent Events

During February 2012, the Company issued 9,955,000 additional shares of common stock in connection with a three-for-two stock split effected in the form of a 50% stock dividend paid on February 1, 2012 to stockholders of record on January 23, 2012. The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts in the Condensed Consolidated Balance Sheets, and in all share data in the Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

On February 6, 2012, we entered into forward starting interest rate swap agreements, as more fully described in Notes 6 and 10 to the Condensed Consolidated Financial Statements.

We performed a review of events subsequent to January 31, 2012. Based upon that review, no additional subsequent events occurred that required updating to our Condensed Consolidated Financial Statements or disclosures.

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Stock-Based Compensation

6 Months Ended

Jan. 31, 2012

Stock-Based Compensation

Stock-Based Compensation

Note 2.                  Stock-Based Compensation

The following table shows the income statement components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Income:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Cost of sales	$	57,000		$	32,000		$	90,000		$	70,000
Operating expenses:
Selling	113,000			101,000			191,000			216,000
General and administrative	1,199,000			777,000			2,012,000			1,381,000
Research and development	13,000			7,000			20,000			15,000
Total operating expenses	1,325,000			885,000			2,223,000			1,612,000
Stock-based compensation before income taxes	1,382,000			917,000			2,313,000			1,682,000
Income tax benefits	(495,000		)	(333,000		)	(826,000		)	(608,000		)
Total stock-based compensation expense, net of tax	$	887,000		$	584,000		$	1,487,000		$	1,074,000
Decrease in earnings per common share due to stock-based compensation:
Basic	$	0.03		$	0.02		$	0.06		$	0.04
Diluted	$	0.03		$	0.02		$	0.05		$	0.04

The above stock-based compensation expense before income taxes was recorded in the Condensed Consolidated Financial Statements as stock-based compensation expense and an increase to additional paid-in capital. The related income tax benefits were recorded as an increase to long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and a reduction to income tax expense. In January 2012, in connection with an employment termination, we were required to accelerate the vesting of certain stock options and restricted shares resulting in an additional $309,000 of stock-based compensation expense recorded in general and administrative expenses in the Condensed Consolidated Statements of Income for the three and six months ended January 31, 2012.

All of our stock options and stock awards (which consist only of restricted stock) are subject to graded vesting in which portions of the award vest at different times during the vesting period, as opposed to awards that vest at the end of the vesting period. We recognize compensation expense for awards subject to graded vesting using the straight-line basis over the vesting period, reduced by estimated forfeitures.  At January 31, 2012, total unrecognized stock-based compensation expense before income taxes related to total nonvested stock options and stock awards was $6,048,000 with a remaining weighted average period of 20 months over which such expense is expected to be recognized.

We determine the fair value of each stock award using the closing market price of our common stock on the date of grant. Such stock awards are deductible for tax purposes (exclusive of stock awards granted to international employees.)

A summary of nonvested stock award activity follows:

			Weighted
	Number of		Average
	Shares		Fair Value
Nonvested stock awards at July 31, 2011	363,892		$	12.02
Granted	341,141		13.71
Canceled	(19,950	)	13.14
Vested	(142,419	)	11.90
Nonvested stock awards at January 31, 2012	542,664		$	13.07

There were no option grants during the three and six months ended January 31, 2012 and 2011.  The aggregate intrinsic value (i.e., the excess market price over the exercise price) of all options exercised was $1,400,000 and $1,847,000 for the three and six months ended January 31, 2012, respectively, and $2,113,000 and $2,165,000 for the three and six months ended January 31, 2011, respectively.

A summary of stock option activity follows:

			Weighted
	Number of		Average
	Shares		Exercise Price
Outstanding at July 31, 2011	1,029,312		$	9.70
Canceled	(11,248	)	10.41
Exercised	(206,519	)	9.63
Outstanding at January 31, 2012	811,545		$	9.71
Exercisable at July 31, 2011	572,674		$	8.99
Exercisable at January 31, 2012	587,459		$	9.36

Upon exercise of stock options or grant of stock awards, we typically issue new shares of our common stock (as opposed to using treasury shares).

If certain criteria are met when options are exercised or restricted stock becomes vested, the Company is allowed a deduction on its United States income tax return. Accordingly, we account for the income tax effect on such income tax deductions as a reduction of previously recorded long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and as a reduction of income taxes payable, with differences between actual tax deductions and the previously recorded long-term deferred income tax assets recorded as additional paid-in capital. For the six months ended January 31, 2012 and 2011, such income tax deductions reduced income taxes payable by $1,496,000 and $833,000, respectively, and increased additional paid-in capital by $662,000 and $232,000, respectively.

We classify the cash flows resulting from excess tax benefits as financing cash flows on our Condensed Consolidated Statements of Cash Flows. Excess tax benefits arise when the ultimate tax effect of the deduction for tax purposes is greater than the tax benefit on stock compensation expense which was determined based upon the award’s fair value at the time the award is granted.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jan. 31, 2012	Jul. 31, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 811	$ 1,096
Preferred Stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred Stock, authorized shares	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common Stock, authorized shares	30,000,000	30,000,000
Common Stock, shares issued	29,866,346	28,737,043
Common Stock, shares outstanding	26,959,330	25,910,146
Treasury Stock, shares	2,907,016	2,826,897

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Income Taxes

6 Months Ended

Jan. 31, 2012

Income Taxes

Income Taxes

Note 12.               Income Taxes

The consolidated effective tax rate was 36.7% and 34.0% for the six months ended January 31, 2012 and 2011, respectively. The increase in the consolidated effective tax rate was principally due to the geographic mix of pre-tax income and the unfavorable impact of recording a loss relating to the impairment of an investment, as described below.

The majority of our income before income taxes was generated from our United States operations, which had an overall effective tax rate of 37.3% and 35.5% for the six months ended January 31, 2012 and 2011, respectively. Approximately 97% of our income before income taxes was generated from our United States operations for the six months ended January 31, 2012 compared with approximately 90% of our income before income taxes in the prior year period. In addition, due to the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of our BIOSAFE investment, as more fully described in Note 16 to the Condensed Consolidated Financial Statements, thereby adversely affecting our overall United States effective tax rate for the six months ended January 31, 2012.

Approximately 2% of our income before income taxes was generated from our Canadian operations for the six months ended January 31, 2012 compared with approximately 7% of our income before income taxes in the prior year period. Our Canadian operations had an overall effective tax rate of 27.9% and 28.3% for the six months ended January 31, 2012 and 2011, respectively. The low overall effective tax rates for both periods were due to the low corporate tax structure in Canada.

For the six months ended January 31, 2012, approximately 1% of our income before income taxes was generated from our operations in Singapore, a country with a low corporate tax structure, compared with approximately 2% of our income before income taxes for the six months ended January 31, 2011. The overall effective tax rate for our Singapore operation was 18.6% and 14.2% for the six months ended January 31, 2012 and 2011, respectively.

Our subsidiary in Japan generated a small profit for the six months ended January 31, 2012 compared with a profit that was approximately 1% of our income before income taxes for the six months ended January 31, 2011. Due to the existence of net operating loss carryforwards, we recorded no income taxes for the six months ended January 31, 2012 and 2011, which had a more favorable impact on our consolidated effective tax rate in the prior year due to the larger profit generated by our Japan subsidiary for the six months ended January 31, 2011.

The results of operations for our Netherlands subsidiary did not have a significant impact on our overall effective tax rate for the six months ended January 31, 2012 and 2011 due to the size of income before income taxes generated from this operation.

We record liabilities for an unrecognized tax benefit when a tax benefit for an uncertain tax position is taken or expected to be taken on a tax return, but is not recognized in our Condensed Consolidated Financial Statements because it does not meet the more-likely-than-not recognition threshold that the uncertain tax position would be sustained upon examination by the applicable taxing authority. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Some of our unrecognized tax benefits originated from acquisitions. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. However, if our unrecognized tax benefits are recognized in our financial statements in future periods, there would not be a significant impact to our overall effective tax rate due to the size of the unrecognized tax benefits in relation to our income before income taxes. Except for decreases due to the lapse of applicable statutes of limitation, we do not expect such unrecognized tax benefits to significantly decrease or increase in the next twelve months.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

	Unrecognized
	Tax Benefits
Unrecognized tax benefits on July 31, 2010	$	208,000
Increase for current period tax position	124,000
Lapse of statute of limitations	(141,000		)
Unrecognized tax benefits on July 31, 2011	191,000
Activity during the six months ended January 31, 2012	—
Unrecognized tax benefits on January 31, 2012	$	191,000

Generally, the Company is no longer subject to federal, state or foreign income tax examinations for fiscal years ended prior to July 31, 2005.

Our policy is to record potential interest and penalties related to income tax positions in interest expense and general and administrative expense, respectively, in our Condensed Consolidated Financial Statements. However, such amounts have been relatively insignificant due to the amount of our unrecognized tax benefits relating to uncertain tax positions.

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Document and Entity Information	6 Months Ended
	Jan. 31, 2012	Feb. 29, 2012
Document and Entity Information
Entity Registrant Name	CANTEL MEDICAL CORP
Entity Central Index Key	0000019446
Document Type	10-Q
Document Period End Date	Jan. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		26,997,748
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Commitments and Contingencies

6 Months Ended

Jan. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

Note 13.               Commitments and Contingencies

Long-term contractual obligations

As of January 31, 2012, aggregate annual required payments over the remaining fiscal year, the next four years and thereafter under our contractual obligations that have long-term components were as follows:

	Six Months
	Ending
	July 31,		Year Ending July 31,
	2012		2013		2014		2015		2016		Thereafter		Total
	(Amounts in thousands)
Maturities of the credit facilities	$	5,000	$	10,000	$	10,000	$	10,000	$	10,000	$	63,000	$	108,000
Expected interest payments under the credit facilities (1)	1,592		2,957		2,654		2,351		2,048		5		11,607
Minimum commitments under noncancelable operating leases	1,726		2,962		2,583		2,014		1,244		5,112		15,641
Deferred compensation and other	48		36		35		36		36		93		284
Acquisitions payable	1,372		1,700		1,200		1,795		—		—		6,067
Compensation agreements	1,429		2,055		450		150		150		75		4,309
Total contractual obligations	$	11,167	$	19,710	$	16,922	$	16,346	$	13,478	$	68,285	$	145,908

(1) The expected interest payments under the term and revolving credit facilities reflect interest rates of 3.03% and 2.99%, respectively, which were our weighted average interest rates on outstanding borrowings at January 31, 2012.

Operating leases

Minimum commitments under operating leases include minimum rental commitments for our leased manufacturing facilities, warehouses, office space and equipment.

Deferred compensation and other

Deferred compensation and other includes deferred compensation arrangements for certain former Minntech directors and officers and is recorded in other long-term liabilities.

Acquisitions payable

In connection with the acquisition of the Gambro Business, as more fully described in Note 3 to the Condensed Consolidated Financial Statements, a portion of the purchase price amounting to $3,100,000 is payable in six equal quarterly payments beginning January 2011 and ending April 2012. As of January 31, 2012, $517,000 of the $3,100,000 remains payable. In addition, in connection with the acquisition of ConFirm, as further described in Notes 3 and 7 to the Condensed Consolidated Financial Statements, contingent consideration of $855,000 is payable based on the achievement of a contractually specified sales level for the one year period ended January 31, 2012.

In connection with the acquisition of the Byrne Medical Business, we estimated $2,900,000 at January 31, 2011 as the fair value of contingent consideration payable over two years based on the achievement by the acquired business of certain targeted amounts of gross profit. In addition, we agreed that if the aggregate value of the $10,000,000 of Cantel common stock issued as part of the consideration used to acquire the Byrne Medical Business is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014), subject to certain conditions and limitations. Accordingly, at January 31, 2012, we have estimated $1,795,000 as the fair value of this payable at July 31, 2014, as more fully described in Notes 3 and 7 to the Condensed Consolidated Financial Statements.

Compensation agreements

We have previously entered into various severance contracts with executives of the Company, including our Corporate executive officers and our subsidiary Chief Executive Officers, that defined certain compensation arrangements relating to various employment termination scenarios. In conjunction with the acquisition of the Byrne Medical Business on August 1, 2011, we entered into a three-year employment agreement with an executive officer of the acquired business.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2012	Jan. 31, 2011
Net sales	$ 97,297	$ 81,021	$ 190,559	$ 153,014
Cost of sales	56,476	49,629	111,788	93,430
Gross profit	40,821	31,392	78,771	59,584
Expenses:
Selling	13,270	10,792	26,193	20,423
General and administrative	12,092	10,306	24,194	19,424
Research and development	2,298	1,435	4,443	3,064
Total operating expenses	27,660	22,533	54,830	42,911
Income before interest, other expense and income taxes	13,161	8,859	23,941	16,673
Interest expense	1,000	262	2,031	503
Interest income	(24)	(19)	(54)	(38)
Other expense	605		605
Income before income taxes	11,580	8,616	21,359	16,208
Income taxes	4,286	2,896	7,845	5,513
Net income	$ 7,294	$ 5,720	$ 13,514	$ 10,695
Earnings per common share:
Basic (in dollars per share)	$ 0.27	$ 0.22	$ 0.50	$ 0.42
Diluted (in dollars per share)	$ 0.27	$ 0.22	$ 0.50	$ 0.42
Dividends per common share (in dollars per share)			$ 0.05	$ 0.04

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Fair Value Measurements

6 Months Ended

Jan. 31, 2012

Fair Value Measurements

Fair Value Measurements

Note 7.                  Fair Value Measurements

Fair Value Hierarchy

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), for our financial assets and liabilities that are re-measured and reported at fair value each reporting period and our nonfinancial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three level fair value hierarchy to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of January 31, 2012 and July 31, 2011, our financial assets that are re-measured at fair value on a recurring basis include money market funds that are classified as cash and cash equivalents in the Condensed Consolidated Balance Sheets. As there are no withdrawal restrictions, they are classified within Level 1 of the fair value hierarchy and are valued using quoted market prices for identical assets.

In addition, we have a contingent consideration liability recorded within acquisitions payable relating to the ConFirm Acquisition, as further described in Note 3 to the Condensed Consolidated Financial Statements. The fair value of this liability was based on future sales projections of the ConFirm Monitoring Business under various potential scenarios for the one year period ended January 31, 2012 and weighting the probability of these outcomes.  At the date of the acquisition, these cash flow projections were discounted using a rate of 7%. The discount rate was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. This analysis resulted in an initial contingent consideration liability of $656,000, which was subsequently adjusted to $775,000 at July 31, 2011 by recording the change in the fair value through our results of operations during the fourth quarter of our fiscal 2011 and was further adjusted as shown below in the reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis. The changes in estimated fair value during the one year period ended January 31, 2012 were driven by changes in the assumptions pertaining to the achievement of the specified sales levels and the time value of money. These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement.  Based on actual sales results for the one year period ended January 31, 2012, the contingent consideration liability was determined to be $855,000 at January 31, 2012 and will be paid during our third quarter of fiscal 2012.

On August 1, 2011 (the first day of our fiscal 2012), we recorded a $2,700,000 liability for the estimated fair value of contingent consideration and a $3,000,000 liability for the estimated fair value of the three year price floor relating to the acquisition of the Byrne Medical Business, as further described in Note 3 to the Condensed Consolidated Financial Statements. These fair value measurements were based on significant inputs not observed in the market and thus represent Level 3 measurements. The fair value of the contingent consideration liability was based on future gross profit projections of the Byrne Medical Business under various potential scenarios for the two year period ending July 31, 2013 and weighting the probability of these outcomes.  At the date of the acquisition, these cash flow projections were discounted using a rate of 14%. The discount rate was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. The fair value of the three year price floor liability was determined using the Black-Scholes option valuation model, which is affected by our stock price and risk free interest rate as well as assumptions regarding a number of subjective variables, including, but not limited to, the expected stock price volatility of our common stock over the expected life of the instrument and the expected dividend yield. These two liabilities will be adjusted periodically by recording changes in the fair value through our Condensed Consolidated Statements of Income driven by the time value of money and changes in the assumptions that were initially used in the valuations.  Accordingly, at January 31, 2012 we re-measured the fair value of the contingent consideration and the price floor to be $2,900,000 and $1,795,000, respectively. The increase to the contingent consideration liability was due to the accretion of the liability for the time value of money and was recorded as an increase to acquisition payable and general and administrative expenses in the Condensed Consolidated Financial Statements. The decrease to the fair value of the price floor (as determined by the Black-Scholes option valuation model) was recorded as a decrease to acquisitions payable and general and administrative expenses in the Condensed Consolidated Financial Statements and was primarily due to the impact of our stock price being higher than at the time of the acquisition, the life of the price floor being less than three years and changes in the expected stock price volatility.

The fair values of the Company’s financial instruments measured on a recurring basis were categorized as follows:

	January 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Bank deposits and certificates of deposit	$	17,773,000	$	—	$	—	$	17,773,000
Money markets	3,916,000		—		—		3,916,000
Total assets	$	21,689,000	$	—	$	—	$	21,689,000
Liabilities:
Acquisitions payable:
Contingent consideration	$	—	$	—	$	3,755,000	$	3,755,000
Price floor	—		—		1,795,000		1,795,000
Total liabilities (1)	$	—	$	—	$	5,550,000	$	5,550,000

	July 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Bank deposits and certificates of deposit	$	14,494,000	$	—	$	—	$	14,494,000
Money markets	3,916,000		—		—		3,916,000
Total assets	$	18,410,000	$	—	$	—	$	18,410,000
Liabilities:
Acquisitions payable:
Contingent consideration	$	—	$	—	$	775,000	$	775,000
Total liabilities (1)	$	—	$	—	$	775,000	$	775,000

(1) At January 31, 2012 and July 31, 2011, the fair values of the Company’s financial instruments measured on a recurring basis of $5,550,000 and $775,000, respectively, combined with the remaining payables for the acquisition of the Gambro Business of $517,000 and $1,550,000, respectively, equal the combined total of the current and long-term portions of acquisitions payable in the Condensed Consolidated Balance Sheets.

A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended January 31, 2012 is as follows:

	ConFirm			Byrne		Byrne
	Contingent			Contingent		Price
	Consideration			Consideration		Floor			Total
Balance, July 31, 2011	$	775,000		$	—	$	—		$	775,000
Total net unrealized (gains)/losses included in earnings	(86,000		)	100,000		(582,000		)	(568,000		)
Total net unrealized (gains)/losses included in other comprehensive income	—			—		—			—
Transfers into level 3 (gross)	—			—		—			—
Transfers out of level 3 (gross)	—			—		—			—
Net purchases, issuances, sales and settlements	—			2,700,000		3,000,000			5,700,000
Balance, October 31, 2011	689,000			2,800,000		2,418,000			5,907,000
Total net unrealized (gains)/losses included in earnings	166,000			100,000		(623,000		)	(357,000		)
Total net unrealized (gains)/losses included in other comprehensive income	—			—		—			—
Transfers into level 3 (gross)	—			—		—			—
Transfers out of level 3 (gross)	—			—		—			—
Net purchases, issuances, sales and settlements	—			—		—			—
Balance, January 31, 2012	$	855,000		$	2,900,000	$	1,795,000		$	5,550,000

There were no such recurring measurements using significant unobservable inputs for the three and six months ended January 31, 2011.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

We re-measure the fair value of certain assets, such as intangible assets, goodwill and long-lived assets, including property and equipment and convertible notes receivable, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and goodwill and intangible assets with indefinite lives are reviewed for impairment at least annually. In performing a review for goodwill impairment, management uses a two-step process that begins with an estimation of the fair value of the related operating segments by using average fair value results of the market multiple and discounted cash flow methodologies, as well as the comparable transaction methodology when applicable. The first step is a review for potential impairment, and the second step measures the amount of impairment, if any. In performing our annual review for indefinite lived intangibles, management compares the current fair value of such assets to their carrying values. With respect to amortizable intangible assets when impairment indicators are present, management determines whether expected future non-discounted cash flows is sufficient to recover the carrying value of the assets; if not, the carrying value of the assets is adjusted to their fair value. With respect to long-lived assets, an assessment is made to determine if the sum of the expected future non-discounted cash flows from the use of the assets and eventual disposition is less than the carrying value. If the sum of the expected non-discounted cash flows is less than the carrying value, an impairment loss is recognized based on fair value. As the inputs utilized for our periodic impairment assessments are not based on observable market data, our intangibles, goodwill and long-lived assets are classified within Level 3 of the fair value hierarchy on a non-recurring basis. On January 31, 2012, management concluded that no events or changes in circumstances have occurred during the six months ended January 31, 2012 that would indicate that the carrying amount of our intangible assets, goodwill and long-lived assets may not be recoverable, except for our investment in BIOSAFE, Inc. (“BIOSAFE”) as more fully described in Note 16 to the Condensed Consolidated Financial Statements. This fair value measurement was based on significant inputs not observed in the market and thus represented a Level 3 measurement.

Disclosure of Fair Value of Financial Instruments

As of January 31, 2012 and July 31, 2011, the carrying amounts for cash and cash equivalents (excluding money markets), accounts receivable and accounts payable approximated fair value due to the short maturity of these instruments. We believe that as of January 31, 2012 and July 31, 2011, the fair value of our outstanding borrowings under our credit facilities approximated the carrying value of those obligations since the borrowing rates were at prevailing market interest rates, principally under LIBOR contracts ranging from one to twelve months.

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Derivatives

6 Months Ended

Jan. 31, 2012

Derivatives

Derivatives

Note 6.                   Derivatives

We recognize all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in the fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of a derivative that is designated as a hedge will be recognized immediately in earnings. As of January 31, 2012, all of our derivatives were designated as hedges.

Changes in the value of (i) the Canadian dollar against the United States dollar, (ii) the Euro against the United States dollar, (iii) the British pound against the United States dollar and (iv) the Singapore dollar against the United States dollar affect our results of operations because a portion of the net assets of our Canadian subsidiaries (which are reported in our Specialty Packaging and Water Purification and Filtration segments)  are denominated and ultimately settled in United States dollars, but must be converted into its functional Canadian dollar currency. Furthermore, certain cash bank accounts, accounts receivable, and liabilities of our subsidiaries are denominated and ultimately settled in Euros, British pounds or Singapore dollars, but must be converted into their functional currency.

In order to hedge against the impact of fluctuations in the value of (i) the Canadian dollar relative to the United States dollar, (ii) the Euro relative to the United States dollar, (iii) the British pound relative to the United States dollar and (iv) the Singapore dollar relative to the United States dollar on the conversion of such net assets into the functional currencies, we enter into short-term contracts to purchase Canadian dollars, Euros, British pounds and Singapore dollars forward, which contracts are generally one month in duration. These short-term contracts are designated as fair value hedge instruments. There were three foreign currency forward contracts with an aggregate value of $3,119,000 at January 31, 2012, which covered certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies. Such contracts expired on February 29, 2012. These foreign currency forward contracts are continually replaced with new one-month contracts as long as we have significant net assets at our subsidiaries that are denominated and ultimately settled in currencies other than their functional currencies. For the three and six months ended January 31, 2012, such forward contracts offset the impact on operations relating to certain assets and liabilities that were denominated in currencies other than our subsidiaries’ functional currencies and resulted in a net currency conversion gain, net of tax, of $9,000 and $4,000, respectively, on the items hedged. For the three and six months ended January 31, 2011, our forward contracts partially offset such foreign currency impact and resulted in a net currency conversion loss, net of tax, of $36,000 and $85,000, respectively on the items hedged. Gains and losses related to the hedging contracts to buy Canadian dollars, Euros, British pounds and Singapore dollars forward were immediately realized within general and administrative expenses due to the short-term nature of such contracts. We do not hold any derivative financial instruments for speculative or trading purposes.

The interest rate on our outstanding borrowings under our credit facilities is variable and is affected by the general level of interest rates in the United States as well as LIBOR interest rates, as more fully described in Note 10 to the Condensed Consolidated Financial Statements. In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%. These interest rate swap agreements have been designated as cash flow hedge instruments and have been designed to be effective in offsetting changes in the cash flows related to the hedged borrowings. We will account for the interest rate swap agreements by recording the fair value of the derivative instrument on the balance sheet as either an asset or liability, with a corresponding amount recorded in accumulated other comprehensive income. Amounts will be reclassified from accumulated other comprehensive income in the period the hedged transaction affects earnings. At the hedge’s inception and on a regular basis thereafter, a formal assessment is performed to determine whether changes in the fair value or cash flows of the derivative instrument have been highly effective in offsetting changes in cash flows of the hedged items and whether they are expected to be highly effective in the future.

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Operating Segments

6 Months Ended

Jan. 31, 2012

Operating Segments

Operating Segments

Note 14.         Operating Segments

We are a leading provider of infection prevention and control products and services in the healthcare market. Our products include water purification equipment, sterilants, disinfectants and cleaners, specialized medical device reprocessing systems for endoscopy and renal dialysis, disposable infection control products primarily for dental and GI endoscopy markets, diaylsate concentrates and other dialysis supplies, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for the transport and temperature regulation of infectious and biological specimens.

In accordance with FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”), we have determined our reportable business segments based upon an assessment of product types, organizational structure, customers and internally prepared financial statements. The primary factors used by us in analyzing segment performance are net sales and operating income.

The Company’s segments are as follows:

Endoscopy, which includes medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect flexible endoscopes and other approved devices. Since August 2011, this segment also offers disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures. Additionally, this segment includes technical maintenance service on its products.

Water Purification and Filtration, which includes water purification equipment design and manufacturing, project management, installation, maintenance, deionization and mixing systems, as well as hollow fiber filter devices and ancillary products for high-purity fluid and separation applications for healthcare (with a large concentration in dialysis), pharmaceutical, biotechnology, research, beverage, semiconductor and other commercial industries. Additionally, this segment includes cold sterilant products used to disinfect high-purity water systems.

Two customers collectively accounted for approximately 45% of our Water Purification and Filtration segment net sales and approximately 15% of our consolidated net sales during the six months ended January 31, 2012.

Healthcare Disposables, which includes single-use infection prevention and control products used principally in the dental market such as face masks, sterilization pouches, patient towels and bibs, self-sealing sterilization pouches, tray covers, surface barriers including eyewear, aprons and gowns, disinfectants, germicidal wipes, hand care products, gloves, sponges, cotton products, cups, needles and syringes, scalpels and blades, and saliva evacuators and ejectors. Beginning February 2011 this segment also offers both a mail-in service and in-office spore test kits for healthcare professionals to verify the performance of their sterilizers.

Four customers collectively accounted for approximately 62% of our Healthcare Disposables segment net sales and approximately 12% of our consolidated net sales during the six months ended January 31, 2012.

Dialysis, which includes disinfection/sterilization reprocessing equipment, sterilants, supplies and concentrates related to hemodialysis treatment of patients with acute kidney failure or chronic kidney failure associated with end-stage renal disease. Additionally, this segment includes technical maintenance service on its products.

One customer accounted for approximately 36% of our Dialysis segment net sales and approximately 10% of our consolidated net sales during the six months ended January 31, 2012.

All Other

In accordance with quantitative thresholds established by ASC 280, we have combined the Therapeutic Filtration, Specialty Packaging and Chemistries operating segments into the All Other reporting segment.

Therapeutic Filtration, which includes hollow fiber filter devices and ancillary products for use in medical applications that are sold to biotech manufacturers and third-party distributors.

Specialty Packaging, which includes specialty packaging and thermal control products, as well as related compliance training, for the safe transport of infectious and biological specimens and thermally sensitive pharmaceutical, medical and other products.

Chemistries, which includes sterilants, disinfectants, detergents and decontamination services used in various applications for infection prevention and control.

The operating segments follow the same accounting policies used for our Condensed Consolidated Financial Statements as described in Note 2 to the 2011 Form 10-K.

Information as to operating segments is summarized below:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Net sales:
Endoscopy	$	40,379,000		$	27,108,000		$	76,431,000		$	46,808,000
Water Purification and Filtration	25,585,000			24,069,000			50,550,000			44,675,000
Healthcare Disposables	17,926,000			15,345,000			37,332,000			32,666,000
Dialysis	9,111,000			10,188,000			18,278,000			20,008,000
All Other	4,296,000			4,311,000			7,968,000			8,857,000
Total	$	97,297,000		$	81,021,000		$	190,559,000		$	153,014,000
Operating income:
Endoscopy	$	8,457,000		$	4,544,000		$	14,234,000		$	6,579,000
Water Purification and Filtration	2,879,000			1,903,000			5,562,000			3,615,000
Healthcare Disposables	2,613,000			1,748,000			5,609,000			4,618,000
Dialysis	2,158,000			2,690,000			4,361,000			5,263,000
All Other	(194,000		)	295,000			(505,000		)	875,000
	15,913,000			11,180,000			29,261,000			20,950,000
General corporate expenses	(2,752,000		)	(2,321,000		)	(5,320,000		)	(4,277,000		)
Interest expense, net	(976,000		)	(243,000		)	(1,977,000		)	(465,000		)
Other expense	(605,000		)	—			(605,000		)	—
Income before income taxes	$	11,580,000		$	8,616,000		$	21,359,000		$	16,208,000

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Financing Arrangements

6 Months Ended

Jan. 31, 2012

Financing Arrangements

Financing Arrangements

Note 10.               Financing Arrangements

In conjunction with the acquisition of the Byrne Medical Business and the impending expiration of our existing revolving credit facility (“Existing Revolver Facility”), we entered into a $150,000,000 Second Amended and Restated Credit Agreement dated as of August 1, 2011 (the “New U.S. Credit Agreement”) with our existing consortium of senior lenders to fund the cash consideration paid and the costs associated with the acquisition, as well as to refinance our Existing Revolver Facility. The New U.S. Credit Agreement includes (i) a five-year $100,000,000 senior secured revolving credit facility with sublimits of up to $20,000,000 for letters of credit and up to $5,000,000 for swing line loans (the “Revolving Credit Facility”) and (ii) a $50,000,000 senior secured term loan facility (the “Term Loan Facility”). The New U.S. Credit Agreement expires on August 1, 2016. Amounts we repay under the Term Loan Facility may not be reborrowed. Subject to the satisfaction of certain conditions precedent, the Company may from time to time increase the Revolving Credit Facility by an aggregate amount not to exceed $50,000,000 without the consent of the lenders. The senior lenders include Bank of America (the lead bank and administrative agent), PNC Bank, National Association, and Wells Fargo Bank, National Association. Debt issuance costs relating to the New U.S. Credit Agreement were recorded in other assets and are being amortized over the life of the credit facilities. Such unamortized debt issuance costs amounted to approximately $1,240,000 at January 31, 2012.

Borrowings under the New U.S. Credit Agreement bear interest at rates ranging from 0.25% to 2.00% above the lender’s base rate, or at rates ranging from 1.25% to 3.00% above the London Interbank Offered Rate (“LIBOR”), depending upon the Company’s “Consolidated Leverage Ratio,” which is defined as the consolidated ratio of total funded debt to earnings before interest, taxes, depreciation and amortization, and as further adjusted under the terms of the New U.S. Credit Agreement (“Consolidated EBITDA”). At January 31, 2012, the lender’s base rate was 3.25% and the LIBOR rates ranged from 0.44% to 0.90%. The margins applicable to our outstanding borrowings were 1.25% above the lender’s base rate or 2.25% above LIBOR. Most of our outstanding borrowings were under LIBOR contracts at January 31, 2012.

In order to protect our interest rate exposure in future years, we entered into forward starting interest rate swap agreements in February 2012 in which we agree to exchange our variable interest cash flows with fixed interest cash flows provided by one of our existing senior lenders. With respect to our term credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending July 31, 2015 initially covering $40,000,000 of borrowings based on one-month LIBOR and thereafter reducing in quarterly $2,500,000 increments consistent with the mandatory repayment schedule and the fixed interest cash flow will be at a one month LIBOR rate of 0.664%. With respect to our revolving credit facility, the interest rate swap will be for the period beginning August 8, 2012 and ending January 31, 2014 initially covering $25,000,000 of borrowings based on one-month LIBOR and thereafter reducing semi-annually by increments of $5,000,000 and the fixed interest cash flow will be at a one month LIBOR rate of 0.496%.The New U.S. Credit Agreement also provides for fees on the unused portion of our facilities at rates ranging from 0.25% to 0.50%, depending upon our Consolidated Leverage Ratio; such rate was 0.40% at January 31, 2012.

The principal amounts of the Term Loan Facility are to be paid in twenty consecutive quarterly installments of $2,500,000 each beginning on September 30, 2011.  The New U.S. Credit Agreement permits us to make optional prepayments of loans at any time without premium or penalty other than customary LIBOR breakage fees. We are required to make mandatory prepayments of amounts outstanding under the New U.S. Credit Agreement of: (i) 100% of the net proceeds received from certain sales or other dispositions of all or any part of the Company and its subsidiaries’ assets, (ii) 100% of certain insurance and condemnation proceeds received by the Company or any of its subsidiaries, (iii) subject to certain exceptions, 100% of the net cash proceeds received by the Company or any of its subsidiaries from the issuance or occurrence of any indebtedness of the Company or any of its subsidiaries, and (iv) subject to certain exceptions, 100% of the net proceeds of the sale of certain equity.

The New U.S. Credit Agreement contains affirmative and negative covenants reasonably customary for similar credit facilities and is secured by (i) substantially all assets of Cantel and its United States-based subsidiaries (including Minntech, Mar Cor, Crosstex, and Strong Dental Products, Inc.) and (ii) a pledge by Cantel of all of the outstanding shares of Minntech, Mar Cor, Crosstex and Strong Dental owned by Cantel and 65% of the outstanding shares of Cantel’s foreign-based subsidiaries. We are in compliance with all financial and other covenants under the New U.S. Credit Agreement.

On January 31, 2012, we had $108,000,000 of outstanding borrowings under the New U.S. Credit Agreement, which consisted of $45,000,000 and $63,000,000 under the Term Loan Facility and the Revolving Credit Facility, respectively, and $37,000,000 was available to be borrowed under our Revolving Credit Facility.  In February, we repaid an additional $1,000,000 under the Revolving Credit Facility decreasing our total outstanding borrowings to $107,000,000 at February 29, 2012.

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Intangible Assets and Goodwill

6 Months Ended

Jan. 31, 2012

Intangible Assets and Goodwill

Intangible Assets and Goodwill

Note 8.                  Intangible Assets and Goodwill

Our intangible assets with definite lives consist of customer relationships, technology, brand names, non-compete agreements and patents. These intangible assets are being amortized using the straight-line method over the estimated useful lives of the assets ranging from 2-20 years and have a weighted average amortization period of 11 years. Amortization expense related to definite life intangible assets was $2,278,000 and $4,567,000 for the three and six months ended January 31, 2012, respectively, and $1,406,000 and $2,725,000 for the three and six months ended January 31, 2011, respectively. Our intangible assets that have indefinite useful lives and therefore are not amortized consist of trademarks and trade names.

The Company’s intangible assets consist of the following:

	January 31, 2012
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	60,271,000	$	(17,833,000	)	$	42,438,000
Technology	20,798,000		(6,448,000		)	14,350,000
Brand names	11,945,000		(6,158,000		)	5,787,000
Non-compete agreements	3,180,000		(278,000		)	2,902,000
Patents and other registrations	1,365,000		(435,000		)	930,000
	97,559,000		(31,152,000		)	66,407,000
Trademarks and trade names	9,435,000		—			9,435,000
Total intangible assets	$	106,994,000	$	(31,152,000	)	$	75,842,000

	July 31, 2011
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	35,203,000	$	(15,468,000	)	$	19,735,000
Technology	9,849,000		(6,114,000		)	3,735,000
Brand names	9,745,000		(5,539,000		)	4,206,000
Non-compete agreements	2,981,000		(1,919,000		)	1,062,000
Patents and other registrations	1,301,000		(389,000		)	912,000
	59,079,000		(29,429,000		)	29,650,000
Trademarks and trade names	9,541,000		—			9,541,000
Total intangible assets	$	68,620,000	$	(29,429,000	)	$	39,191,000

Estimated amortization expense of our intangible assets for the remainder of fiscal 2012 and the next five years is as follows:

Six month period ending July 31, 2012	$	4,556,000
Fiscal 2013	9,049,000
Fiscal 2014	8,753,000
Fiscal 2015	8,574,000
Fiscal 2016	5,407,000
Fiscal 2017	4,947,000

Goodwill changed during fiscal 2011 and the six months ended January 31, 2012 as follows:

			Water
			Purification			Healthcare							Total
	Endoscopy		and Filtration			Disposables		Dialysis		All Other			Goodwill
Balance, July 31, 2010	$	9,648,000	$	39,847,000		$	50,630,000	$	8,133,000	$	8,525,000		$	116,783,000
Acquisitions	—		11,809,000			5,234,000		—		—			17,043,000
Foreign currency translation	—		418,000			—		—		526,000			944,000
Balance, July 31, 2011	9,648,000		52,074,000			55,864,000		8,133,000		9,051,000			134,770,000
Acquisition	49,423,000		—			—		—		—			49,423,000
Foreign currency translation	—		(306,000		)	—		—		(385,000		)	(691,000		)
Balance, January 31, 2012	$	59,071,000	$	51,768,000		$	55,864,000	$	8,133,000	$	8,666,000		$	183,502,000

On July 31, 2011, we performed impairment studies of the Company’s goodwill and trademarks and trade names and concluded that such assets were not impaired.

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Warranties

6 Months Ended

Jan. 31, 2012

Warranties

Warranties

Note 9.                  Warranties

A summary of activity in the Company’s warranty reserves follows:

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Beginning balance	$	2,167,000		$	1,287,000		$	2,083,000		$	1,181,000
Acquisitions	—			—			—			10,000
Provisions	827,000			674,000			1,780,000			1,285,000
Settlements	(913,000		)	(583,000		)	(1,780,000		)	(1,098,000		)
Foreign currency translation	—			—			(2,000		)	—
Ending balance	$	2,081,000		$	1,378,000		$	2,081,000		$	1,378,000

The warranty provisions and settlements for the three and six months ended January 31, 2012 and 2011 relate principally to the Company’s endoscopy and water purification products. The increase in the provisions and settlements is primarily a function of the significant increase in sales volume of our Endoscopy capital equipment for the three and six months ended January 31, 2012, compared with the three and six months ended January 31, 2011, including certain warranty issues on new endoscopy products. Warranty reserves are included in accrued expenses in the Condensed Consolidated Balance Sheets.

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Earnings Per Common Share

6 Months Ended

Jan. 31, 2012

Earnings Per Common Share

Earnings Per Common Share

Note 11.               Earnings Per Common Share

Basic EPS is computed based upon the weighted average number of common shares outstanding during the period. Diluted EPS is computed based upon the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the period.

We include participating securities (unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities.

The following table sets forth the computation of basic and diluted EPS available to stockholders of common stock (excluding participating securities):

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2012			2011			2012			2011
Numerator for basic and diluted earnings per share:
Net income	$	7,294,000		$	5,720,000		$	13,514,000		$	10,695,000
Less income allocated to participating securities	(158,000		)	(93,000		)	(270,000		)	(150,000		)
Net income available to common stockholders	$	7,136,000		$	5,627,000		$	13,244,000		$	10,545,000
Denominator for basic and diluted earnings per share, as adjusted for participating securities:
Denominator for basic earnings per share - weighted average number of shares outstanding attributable to common stock	26,328,065			25,212,288			26,255,035			25,140,409
Dilutive effect of stock options using the treasury stock method and the average market price for the period	316,968			354,327			299,160			259,231
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock	26,645,033			25,566,615			26,554,195			25,399,640
Earnings per share attributable to common stock:
Basic earnings per share	$	0.27		$	0.22		$	0.50		$	0.42
Diluted earnings per share	$	0.27		$	0.22		$	0.50		$	0.42
Stock options excluded from weighted average dilutive common shares outstanding because their inclusion would have been antidilutive	—			40,999			—			208,648

A reconciliation of weighted average number of shares and common stock equivalents attributable to common stock, as determined above, to the Company’s total weighted average number of shares and common stock equivalents, including participating securities, are set forth in the following table:

	Three Months Ended		Six Months Ended
	January 31,		January 31,
	2012	2011	2012	2011
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock	26,645,033	25,566,615	26,554,195	25,399,640
Participating securities	598,331	444,579	529,959	352,204
Total weighted average number of shares and common stock equivalents attributable to both common stock and participating securities	27,243,364	26,011,194	27,084,154	25,751,844

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Convertible Notes Receivable

6 Months Ended

Jan. 31, 2012

Convertible Notes Receivable

Convertible Notes Receivable

Note 16.               Convertible Notes Receivable

In February 2009, we invested an initial $200,000 in a senior subordinated convertible promissory note issued by BIOSAFE, in connection with BIOSAFE’s grant to us of certain exclusive and non-exclusive license rights to BIOSAFE’s antimicrobial additive. BIOSAFE is the owner of a patented and proprietary antimicrobial agent that is built into the manufacturing of end-products to achieve long-lasting microbial protection on such end-products’ surface. As a result of BIOSAFE’s successful raising of a minimum incremental amount of cash following our investment, we invested an additional $300,000 in notes of BIOSAFE in January 2010 bringing the aggregate investment in BIOSAFE notes to $500,000, as obligated under our agreement with BIOSAFE. We are not obligated to invest any additional funds.

The maturity date of the notes, originally June 30, 2011, and extended (through an amendment to the notes in June 2011) to December 31, 2011, was further extended (through an amendment to the notes in December 2011) to December 31, 2012 (“Maturity Date”). As amended, the interest rate of the notes is 8% per annum through June 8, 2011 and 12% per annum thereafter. The entire principal amount and accrued interest are automatically payable in a newly-created series of preferred stock issued upon the closing of BIOSAFE’s next round financing on or before the Maturity Date (“Next Round Financing”) based on a conversion formula.

If the Next Round Financing fails to occur by the Maturity Date, the notes, both principal and interest, will be payable in cash and the automatic conversion will no longer apply. Additionally, during the 30-day period following the Maturity Date, we may elect to convert the principal and all accrued interest into shares of common stock of BIOSAFE at a price per share equal to 50% of the fair market value (the “Discount Rate”). The Discount Rate, originally 70% was reduced to 60% in connection with the initial amendment of the notes and further reduced to 50% in connection with the second amendment of the notes. No further interest will accrue if we make such election. As of February 29, 2012, the Next Round Financing has not occurred.

In connection with our investment, we entered into a license agreement with BIOSAFE under which we will pay BIOSAFE a fixed royalty percentage of sales of our products containing BIOSAFE’s antimicrobial formulation.

This investment, together with the accrued interest of $105,000, is included within other assets in our Condensed Consolidated Balance Sheets at July 31, 2011. At January 31, 2012, we evaluated this investment for potential impairment and determined that repayment of the notes and accrued interest was unlikely primarily due to BIOSAFE’s inability to obtain the Next Round Financing and our assessment of BIOSAFE’s going concern. Accordingly, we deemed the investment, together with accrued interest, fully impaired and recorded a loss of $605,000, which was recorded as other expense and a reduction in other assets in the Condensed Consolidated Financial Statements.  In addition, due to the inability to currently deduct a capital loss and the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on the loss relating to the impairment of this investment.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2012	Jan. 31, 2011
Cash flows from operating activities
Net income	$ 13,514	$ 10,695
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,394	3,294
Amortization	4,567	2,725
Stock-based compensation expense	2,313	1,682
Amortization of debt issuance costs	190	159
Loss (gain) on disposal of fixed assets	36	(9)
Impairment of convertible notes receivable	605
Deferred income taxes	(871)	(881)
Excess tax benefits from stock-based compensation	(662)	(232)
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable	4,385	(8,604)
Inventories	(2,290)	(162)
Prepaid expenses and other current assets	(1,426)	(960)
Accounts payable and other current liabilities	(4,550)	3,143
Income taxes payable	633	524
Net cash provided by operating activities	19,838	11,374
Cash flows from investing activities
Capital expenditures	(2,549)	(3,287)
Proceeds from disposal of fixed assets	0	45
Acquisition of Gambro Water	(1,033)	(21,116)
Acquisition of the Byrne Medical Business	(95,261)
Other, net	(14)	(180)
Net cash used in investing activities	(98,857)	(24,538)
Cash flows from financing activities
Borrowings under term credit facility, net of debt issuance costs	49,647
Borrowings under revolving credit facility, net of debt issuance costs	46,941	20,500
Repayments under term loan facility	(5,000)	(5,000)
Repayments under revolving credit facility	(9,000)	(9,000)
Proceeds from exercises of stock options	1,176	1,344
Dividends paid	(1,258)	(1,029)
Excess tax benefits from stock-based compensation	662	232
Purchases of treasury stock	(723)	(481)
Net cash provided by financing activities	82,445	6,566
Effect of exchange rate changes on cash and cash equivalents	(147)	61
Increase (decrease) in cash and cash equivalents	3,279	(6,537)
Cash and cash equivalents at beginning of period	18,410	22,612
Cash and cash equivalents at end of period	$ 21,689	$ 16,075

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Other Comprehensive Income

6 Months Ended

Jan. 31, 2012

Other Comprehensive Income

Other Comprehensive Income

Note 5.                  Other Comprehensive Income

The Company’s comprehensive income for the three and six months ended January 31, 2012 and 2011 is set forth in the following table:

	Three Months Ended					Six Months Ended
	January 31,					January 31,
	2012			2011		2012			2011
Net income	$	7,294,000		$	5,720,000	$	13,514,000		$	10,695,000
Other comprehensive (loss) income:
Foreign currency translation	(53,000		)	287,000		(961,000		)	345,000
Comprehensive income	$	7,241,000		$	6,007,000	$	12,553,000		$	11,040,000

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Legal Proceedings

6 Months Ended

Jan. 31, 2012

Legal Proceedings

Legal Proceedings

Note 15.               Legal Proceedings

In the normal course of business, we are subject to pending and threatened legal actions. It is our policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount of anticipated exposure can be reasonably estimated. We do not believe that any of these pending claims or legal actions will have a material effect on our business, financial condition, results of operations or cash flows.