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Business Description
12 Months Ended
Jul. 31, 2016
Business Description  
Business Description

 

1.Business Description

 

Cantel Medical Corp. (“Cantel”) is a leading provider of infection prevention products and services in the healthcare market, specializing in the following operating segments:

 

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Endoscopy: Medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect rigid endoscopes, flexible endoscopes and other instrumentation and disposable infection control products intended to reduce the challenges associated with proper cleaning and high-level disinfection of numerous reusable components used in gastrointestinal (GI) endoscopy procedures.  In September 2015, this segment commenced the sale of endoscope transport and storage systems, and a number of endoscopy consumable accessories.  Additionally, this segment performs technical maintenance service on its products.

 

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

 

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Healthcare Disposables: Single-use, infection prevention healthcare products including face masks, sterilization pouches, towels and bibs, tray covers, saliva ejectors, plastic cups, germicidal wipes and disinfectants, as well as products for maintaining safe dental unit waterlines. This segment also manufactures and sells biological and chemical indicators for sterility assurance monitoring services in the acute-care, alternate-care, dental and industrial (medical device, life science and other manufacturers) markets. In August 2016, this segment commenced the manufacture and sale of nitrous oxide conscious sedation equipment and related single-use disposable nasal masks.

 

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

 

In addition, through April 7, 2015, we had another operating segment, known as Specialty Packaging.  This segment included 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. The Specialty Packaging operating segment, which comprised the Other reporting segment for financial reporting purposes, was divested on April 7, 2015 as further described in Note 19 to the Consolidated Financial Statements.

 

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

 

We operate our four operating segments through wholly-owned subsidiaries in the United States and internationally. Our principal operating subsidiaries in the United States are Medivators Inc., Mar Cor Purification, Inc., Crosstex International, Inc. and SPS Medical Supply Corp. Internationally, our primary operating subsidiaries include Cantel Medical (UK) Limited, Cantel Medical Asia/Pacific Pte. Ltd., Cantel Medical Devices (China) Co., Ltd., Biolab Equipment Ltd., Medivators B.V., and Cantel Medical (Italy) S.r.l. and effective September 14, 2015, Medical Innovations Group Holdings Limited. Subsequent to its acquisition, we changed the name of Medical Innovations Group Holdings Limited to Cantel (UK) Limited.

 

In fiscal 2016, we acquired (i) all of the issued and outstanding stock of Medical Innovations Group Holdings Limited and certain affiliated companies (collectively, “MI”) on September 14, 2015 (the “MI Acquisition”) and (ii) certain net assets of North American Science Associates, Inc.’s Sterility Assurance Monitoring Products division (“NAMSA”), on March 1, 2016 (the “NAMSA Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements. With the exception of acquisition costs primarily related to the MI Acquisition, the businesses of MI (the “MI Business”) and NAMSA (the “NAMSA Business”) did not have a significant effect on our consolidated results of operations in fiscal 2016 due to the size of the business in relation to our overall consolidated results of operations and are not reflected in our consolidated results of operations in fiscals 2015 and 2014. The MI Acquisition is included in our Endoscopy segment. The NAMSA Acquisition is included in our Healthcare Disposables segment.

 

In fiscal 2015, we acquired (i) all of the issued and outstanding stock of MRLB International, Inc. (“MRLB”) on February 20, 2015 (the “DentaPure Acquisition”), (ii) certain net assets of Pure Water Solutions, Inc. (“PWS”) on January 1, 2015 (the “PWS Acquisition”) and (iii) all of the issued and outstanding stock of International Medical Service S.r.l. (“IMS”) on November 3, 2014 (the “IMS Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements. With the exception of acquisition related costs primarily related to the IMS Acquisition, the businesses of MRLB (the “DentaPure Business”), PWS (the “PWS Business”) and IMS (the “IMS Business”) did not have a significant effect on our consolidated results of operations in fiscals 2016 and 2015 due to the size of the businesses in relation to our overall consolidated results of operations and are not reflected in our consolidated results of operations in fiscal 2014. The DentaPure Business is included in our Healthcare Disposables segment. The PWS Business is included in our Water Purification and Filtration segment and the IMS Business is included in our Endoscopy segment. Subsequent to its acquisition, we changed the name of International Medical Service S.r.l. to Cantel Medical (Italy) S.r.l.

 

In fiscal 2014, we acquired all the issued and outstanding capital stock of (i) PuriCore International Limited (“PuriCore”) on June 30, 2014 (the “PuriCore Acquisition”), (ii)  Sterilator Company, Inc. (“Sterilator”) on January 7, 2014 (the “Sterilator Acquisition”) and (iii) Jet Prep Ltd. (“Jet Prep”) on November 5, 2013 (the “Jet Prep Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements.  With the exception of acquisition related costs related to the PuriCore Acquisition and acquisition related fair value adjustments related to the Jet Prep Business,  the businesses of Sterilator (the “Sterilator Business”), Jet Prep (the “Jet Prep Business”) and PuriCore (the “PuriCore Business”) did not have a significant effect on our consolidated results of operations in fiscals 2016, 2015 and 2014 due to the size of the acquisitions in relation to our overall consolidated results of operations. The PuriCore and Jet Prep Businesses are included in our Endoscopy segment and the Sterilator Business is included in our Healthcare Disposables segment. Subsequent to its acquisition, we changed the name of PuriCore to Cantel Medical (UK) Limited.

 

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

 

On August 1, 2016, we acquired all of the issued and outstanding stock of Accutron, Inc. (“Accutron”), as more fully described in Note 3 to the Consolidated Financial Statements. The acquisition of Accutron will be included in our Healthcare Disposables segment.

 

On September 26, 2016, we acquired certain net assets of Vantage Endoscopy Inc. (“Vantage”) related to the distribution and sale of our Medivators endoscopy products in Canada, as more fully described in Note 3 to the Consolidated Financial Statements. The acquisition of Vantage will be included in our Endoscopy segment.

 

Primarily to fund the cash considerations paid and the costs associated with the acquisitions of Vantage and Accutron, we borrowed $61,000,000 subsequent to July 31, 2016 under our revolving credit facility, as more fully described in Notes 9 and 11 to the Consolidated Financial Statements. Since these two acquisitions occurred after July 31, 2016, their results of operations are not included in any periods presented.

 

We performed a review of events subsequent to July 31, 2016. Based upon that review, no other subsequent events occurred that required updating to our Consolidated Financial Statements or disclosures.