-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I+yWi3qcNO3tPTDAnsOt1RRc1goaLhluSIDVh4+bYcfVqLmJCQnlfKM9lYS3O1U2 RXYuveO5Td7/41pqCbJS3g== 0000950123-96-006552.txt : 19961118 0000950123-96-006552.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950123-96-006552 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISOMEDIX INC CENTRAL INDEX KEY: 0000719522 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 221986189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12488 FILM NUMBER: 96663114 BUSINESS ADDRESS: STREET 1: 11 APOLLO DR CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2018874700 MAIL ADDRESS: STREET 1: 11 APOLLO DR CITY: WHIPPANY STATE: NJ ZIP: 07981 10-Q 1 ISOMEDIX INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q (Mark One) _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission file number 0-12488 Isomedix Inc. (Exact name of registrant as specified in its charter) Delaware 22-1986189 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 11 Apollo Drive, Whippany, New Jersey 07981 (Address of principal executive offices) (Zip Code) (201) 887-4700 (Registrant's telephone number, including area code) NOT APPLICABLE Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___ No ___ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 1996 6,872,693 shares of common stock, $.01 par value. 2 ISOMEDIX INC. AND SUBSIDIARIES TABLE OF CONTENTS SEPTEMBER 30, 1996 Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS 3-4 September 30, 1996 and December 31, 1995 CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended September 30, 1996 and 1995 5 For the Nine Months Ended September 30, 1996 and 1995 6 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 7-8 For the Nine Months Ended September 30, 1996 CONSOLIDATED STATEMENTS OF CASH FLOWS 9 For the Nine Months Ended September 30, 1996 and 1995 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10-12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-18 PART II. OTHER INFORMATION 19-22 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ISOMEDIX INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
September 30, December 31, 1996 1995 ------------- ------------ (Unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 4,796,427 $ 4,860,088 Investments 17,495,382 17,003,329 Accounts Receivable, Less Allowance for Doubtful Accounts of $475,000 at September 30, 1996 and $350,000 at December 31, 1995 8,487,721 8,048,560 Prepaid Expenses and Other Current Assets 874,993 830,629 ------------ ------------ Total Current Assets 31,654,523 30,742,606 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT At Cost 69,601,930 66,751,900 Less, Accumulated Depreciation 19,885,883 17,855,870 ------------ ------------ 49,716,047 48,896,030 ------------ ------------ RADIOISOTOPE At Cost 70,207,595 66,096,338 Less, Accumulated Depreciation 39,896,684 36,624,237 ------------ ------------ 30,310,911 29,472,101 ------------ ------------ EXCESS OF COSTS OVER NET ASSETS ACQUIRED 705,206 725,906 OTHER ASSETS 3,083,377 2,186,868 ------------ ------------ Total Assets $115,470,064 $112,023,511 ============ ============
See accompanying notes to the consolidated financial statements. -3- 4
September 30, December 31, 1996 1995 ------------- ------------- (Unaudited) LIABILITIES CURRENT LIABILITIES Current Portion of Long-Term Debt $ 500,000 $ 500,000 Accounts Payable and Accrued Expenses 1,550,311 1,631,453 Contract Deposits 81,391 119,781 Income Taxes Payable 472,175 545,888 ------------- ------------- Total Current Liabilities 2,603,877 2,797,122 LONG-TERM DEBT 8,500,000 8,600,000 DEFERRED INCOME TAXES 8,776,007 8,453,497 ------------- ------------- Total Liabilities 19,879,884 19,850,619 ------------- ------------- STOCKHOLDERS' EQUITY PREFERRED STOCK $1.00 par value Authorized - 1,000,000 shares Issued and Outstanding - none COMMON STOCK $.01 par value Authorized - 15,000,000 shares Issued: September 30, 1996 - 7,169,868 shares December 31, 1995 - 7,169,868 shares Outstanding: September 30, 1996 - 6,872,693 shares December 31, 1995 - 6,984,528 shares 71,699 71,699 ADDITIONAL PAID-IN CAPITAL 37,648,104 37,719,155 RETAINED EARNINGS 62,251,327 57,167,649 ------------- ------------- 99,971,130 94,958,503 LESS, COMMON STOCK HELD IN THE TREASURY, AT COST September 30, 1996 - 297,175 shares December 31, 1995 - 185,340 shares (4,380,950) (2,785,611) ------------- ------------- Total Stockholders' Equity 95,590,180 92,172,892 ------------- ------------- Total Liabilities and Stockholders' Equity $ 115,470,064 $ 112,023,511 ============= =============
See accompanying notes to the consolidated financial statements. - 4 - 5 ISOMEDIX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited)
September 30, September 30, 1996 % 1995 % ------------- ----- ------------- ----- SALES $11,946,119 100.0 $11,008,841 100.0 COST OF SALES 6,189,794 51.8 5,352,263 48.6 ----------- ----- ----------- ----- GROSS PROFIT 5,756,325 48.2 5,656,578 51.4 SELLING, GENERAL & ADMINISTRATIVE EXPENSES 2,852,709 23.9 2,728,324 24.8 ----------- ----- ----------- ----- OPERATING INCOME 2,903,616 24.3 2,928,254 26.6 OTHER INCOME (EXPENSE) Investment Income 247,019 2.1 293,329 2.6 Interest Expense (109,583) (.9) (125,968) (1.1) ----------- ----- ----------- ----- INCOME BEFORE PROVISION FOR INCOME TAXES 3,041,052 25.5 3,095,615 28.1 PROVISION FOR INCOME TAXES 1,216,421 10.2 1,238,501 11.2 ----------- ----- ----------- ----- NET INCOME $ 1,824,631 15.3 $ 1,857,114 16.9 =========== ===== =========== ===== EARNINGS PER SHARE $ .26 $ .26 =========== ===========
See accompanying notes to the consolidated financial statements. -5- 6 ISOMEDIX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited)
September 30, September 30, 1996 % 1995 % ------------- ----- ------------- ----- SALES $36,203,768 100.0 $33,943,218 100.0 COST OF SALES 18,517,251 51.1 16,349,781 48.2 ----------- ----- ----------- ----- GROSS PROFIT 17,686,517 48.9 17,593,437 51.8 SELLING, GENERAL & ADMINISTRATIVE EXPENSES 9,529,823 26.3 8,443,533 24.9 ----------- ----- ----------- ----- OPERATING INCOME 8,156,694 22.6 9,149,904 26.9 OTHER INCOME (EXPENSE) Investment Income 661,637 1.8 764,525 2.3 Interest Expense (345,536) (1.0) (398,875) (1.2) ----------- ----- ----------- ----- INCOME BEFORE PROVISION FOR INCOME TAXES 8,472,795 23.4 9,515,554 28.0 PROVISION FOR INCOME TAXES 3,389,117 9.4 3,806,477 11.2 ----------- ----- ----------- ----- NET INCOME $ 5,083,678 14.0 $ 5,709,077 16.8 =========== ===== =========== ===== EARNINGS PER SHARE $ .72 $ .79 =========== ===========
See accompanying notes to the consolidated financial statements. -6- 7 ISOMEDIX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (Unaudited)
TOTAL STOCKHOLDERS' EQUITY BALANCE - December 31, 1995 $ 92,172,892 Exercise of Stock Options 346,394 Acquisition of Treasury Stock (2,145,003) Sales of Common Stock Under Employee Stock Purchase Plan 132,219 Net Income 5,083,678 ------------ BALANCE - September 30, 1996 $ 95,590,180 ============
See accompanying notes to the consolidated financial statements. -7- 8
COMMON STOCK TREASURY STOCK - -------------------- ADDITIONAL ------------------------ NUMBER PAID-IN RETAINED NUMBER OF SHARES AMOUNT CAPITAL EARNINGS OF SHARES AMOUNT 7,169,868 $71,699 $37,719,155 $57,167,649 (185,340) ($2,785,611) (71,051) 28,028 417,445 (150,000) (2,145,003) 10,137 132,219 5,083,678 - --------- ------- ----------- ----------- -------- ----------- 7,169,868 $71,699 $37,648,104 $62,251,327 (297,175) ($4,380,950) ========= ======= =========== =========== ======== ===========
See accompanying notes to the consolidated financial statements. -8- 9 ISOMEDIX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) (Decrease) Increase in Cash and Cash Equivalents
September 30, September 30, 1996 1995 ------------ ------------- Cash flows from operating activities: Net income $ 5,083,678 $ 5,709,077 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 5,303,445 5,175,037 Amortization 134,074 527,458 Increase in allowance for doubtful accounts 125,000 Changes in assets and liabilities: (Increase) decrease in accounts receivable (564,161) 205,628 (Increase) decrease in prepaid expenses and other assets (44,364) 773,159 Decrease in accounts payable and accrued expenses (81,142) (1,287,714) (Decrease) increase in contract deposits (38,390) 33,597 (Decrease) increase in income taxes payable (73,713) 158,352 Increase in deferred income taxes 322,510 320,805 - ---------------------------------------------- ------------ ------------ Net cash provided by operating activities 10,166,937 11,615,399 - ---------------------------------------------- ------------ ------------ Cash flows from investing activities: Purchases of Investment (49,209,470) (21,141,960) Proceeds from maturity of Investment 48,717,417 17,197,322 Additions to property, plant and equipment (2,850,030) (3,549,409) Additions to radioisotope (4,111,257) (1,489,387) Increase in equipment deposits (900,000) Other (110,868) (48,310) - ---------------------------------------------- ------------ ------------ Net cash used in investing activities (8,464,208) (9,031,744) - ---------------------------------------------- ------------ ------------ Cash flows from financing activities: Payment of long-term debt (100,000) (500,000) Purchases of treasury stock (2,145,003) (1,275,944) Proceeds of stock options exercised and employee stock purchases 478,613 360,779 Other (93,098) - ---------------------------------------------- ------------ ------------ Net cash used in financing activities (1,766,390) (1,508,263) - ---------------------------------------------- ------------ ------------ Net (decrease)increase in cash and cash equivalents (63,661) 1,075,392 Cash and cash equivalents at beginning of period 4,860,088 5,961,473 - ---------------------------------------------- ------------ ------------ Cash and cash equivalents at end of period $ 4,796,427 $ 7,036,865 - ---------------------------------------------- ------------ ------------ Supplemental cash flow information: - ---------------------------------------------- Cash paid for interest (net of amounts capitalized) $ 324,967 $ 399,975 - ---------------------------------------------- ------------ ------------ Cash paid for income taxes $ 3,125,091 $ 2,825,934 - ---------------------------------------------- ------------ ------------ Supplemental non-cash investing activities - ---------------------------------------------- Additions to radioisotope in satisfaction of lease receivable $ 217,692 ------------
See accompanying notes to the consolidated financial statements. -9- 10 ISOMEDIX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The interim consolidated financial statements reflect all adjustments, consisting only of normal recurring accruals, which are, in the opinion of the Company's management, necessary for a fair statement of results for the periods presented. Sales and net income for any interim period are not necessarily indicative of results for a full year. 2. Earnings per share have been computed based upon the weighted average number of shares of common stock outstanding during each period. For the three months ended September 30, 1996 and 1995, the numbers of shares used in computing earnings per share were 7,123,610 and 7,182,661, respectively. For the nine months ended September 30, 1996 and 1995, the numbers of shares used in computing earnings per share were 7,162,611 and 7,212,592, respectively. 3. As of September 30, 1996, debt securities had a carrying value of $17,495,382 and a market value of $17,530,197. The market value is calculated using information provided by outside quotation services. The Company's investments consist of debt instruments from Federal issuers with maturity dates not exceeding one year. -10- 11 4. The Company has reclassified certain prior period amounts to conform with the 1996 presentation. 5. In April, 1996, the Company made a decision to establish two fully operational validation service offices in New Jersey and Southern California. As part of this process, the headquarters of Skyland relocated from Bozeman, Montana to the vicinity of the Company's corporate office. Each regional operation is in proximity to pharmaceutical industry concentration and will have the full complement of personnel and test equipment to conduct full scale validation projects. The benefits derived from this decision are greater access to Skyland's resources, reduction of travel costs of personnel and greater flexibility in the scheduling and performance of validation projects. Throughout the remainder of 1996, the Company will incur approximately an additional $80,000 of expenses, on a pre-tax basis, relating to the above. The foregoing paragraph contains forward looking information concerning the Company's expected future expenditures for fiscal 1996 in connection with the establishment of two new validation service offices and relocation of the headquarters of the Company's Skyland subsidiary. The forward looking statements are necessarily estimates and reflect the Company's best judgment based upon current information. - 11 - 12 6. In 1996 the Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." ("SFAS 123"). SFAS 123 establishes a fair value method for accounting for stock-based compensation plans either through recognition or disclosure. SFAS 123 is effective for financial statements for fiscal years beginning after December 15, 1995. The Company plans to comply with the proforma disclosure method provisions of SFAS 123 and will disclose in its financial statements for the full year 1996 the proforma net income and earnings per share amounts assuming the fair value method was effective on January 1, 1995. SFAS 123 is effective for the fiscal year ending December 31, 1996. The adoption of SFAS 123 will not impact the Company's consolidated results of operations, financial position or cash flows. - 12 - 13 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Consolidated sales increased approximately 8.5% to $11,946,119 in 1996 from $11,008,841 in 1995. This increase resulted from a 7.0% increase in sales of sterilization services to $11,033,486 in 1996 from $10,312,176 in 1995, due to the higher volumes of product processed for new and existing customers. This increase was partially offset by increased competitive factors including pricing pressures which are expected to continue for the remainder of 1996 and into 1997. These pricing pressures are resulting in lower margin business for the Company, offset in part by higher volumes. Sales of validation services by the Company's Skyland subsidiary increased 31.0% to $912,633 in 1996 from $696,665 in 1995, due to additional contracts with new and existing customers. Gross profit decreased to 48.2% of sales in 1996 from 51.4% in 1995. This decrease is attributable in part to increased competitive factors including pricing pressures, as described above. This decrease was partially offset by the growth in consolidated sales. Selling, general and administrative expenses, as a percentage of sales, were 23.9% in 1996 compared to 24.8% in 1995. This decrease was attributable to the increase in sales. Selling, general and administrative expense increased 4.6% primarily resulting from the increased payroll and payroll-related costs due to the additions to the corporate management staff. -13- 14 Consolidated operating income was flat at $2,903,616 in 1996 compared to $2,928,254 in 1995, and as a percentage of sales, it decreased to 24.3% in 1996 compared to 26.6% in 1995. Operating income from sterilization services (before corporate overhead) increased $229,278 to $3,925,591 in 1996 from $3,696,313 in 1995 due to the increase in sales which was offset by margin decreases due to pricing. However, as a percentage of sales, operating income was flat at 35.6% in 1996 compared to 35.8% in 1995. Operating income from validation services (before corporate overhead) decreased to a loss of $206,362 in 1996 from a loss of $49,614 in 1995, primarily as a result of expenses relating to the hiring of contract labor to support the sales effort during the relocation of Skyland. Investment income decreased to $247,019 in 1996 from $293,329 in 1995, primarily as a result of a decrease in invested capital, compared to a year ago, due to the purchase of Company common stock, radioisotope and property, plant and equipment, as partially offset by higher effective yields received on invested securities. Interest expense decreased to $109,583 in 1996 from $125,968 in 1995, as a result of the payments of current maturities on long-term debt. Net income was flat at $1,824,631 in 1996 compared to $1,857,114 in 1995. As a percentage of sales, net income was 15.3% in 1996 compared to 16.9% in 1995. This decrease in the net income margin was attributable to the reasons described above. -14- 15 RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Consolidated sales increased approximately 6.7% to $36,203,768 in 1996 from $33,943,218 in 1995. This increase resulted from a 6.2% increase in sales of sterilization services to $33,388,345 in 1996 from $31,440,875 in 1995, due to higher volumes of products processed for new and existing customers and the recognition of progress billings toward an irradiator sold to the United States Department of Agriculture for insect sterilization. This increase was partially offset by increased competitive factors including pricing pressures which are expected to continue for the remainder of 1996 and into 1997. These pricing pressures are resulting in lower margin business for the Company, offset in part by higher volumes. Sales of validation services by the Company's Skyland subsidiary increased 12.5% to $2,815,423 in 1996 from $2,502,343 in 1995, due to additional contracts for new and existing customers. Gross profit decreased to 48.9% of sales in 1996 from 51.8% in 1995. This decrease is attributable to increased competitive factors including pricing pressures, as described above. This decrease was partially offset by the growth in consolidated sales. Selling, general and administrative expenses, as a percentage of sales, were 26.3% in 1996 compared to 24.9% in 1995. This increase was primarily due to a one-time charge in connection with the relocation of the headquarters of the Company's Skyland subsidiary to the vicinity of the Company's corporate office and the establishment of a West Coast regional center of operations. Selling, general and administrative expense was also impacted by increased payroll and payroll related costs resulting from the additions to the corporate management staff. - 15 - 16 Consolidated operating income decreased 10.9% to $8,156,694 in 1996 from $9,149,904 in 1995, and as a percentage of sales, decreased to 22.6% in 1996 compared to 26.9% in 1995. Operating income from sterilization services (before corporate overhead) decreased to 33.8% of that segment's sales in 1996 from 35.6% in 1995. These decreases resulted from the factors described above. Operating income from validation services (before corporate overhead) decreased to a loss of $431,615 in 1996 from income of $94,686 in 1995, primarily as a result of the one-time charge in 1996 in connection with the relocation of the headquarters of Skyland and the establishment of a West Coast regional center of operations, and as a result of the hiring of contract labor to support the sales effort during the relocation. Investment income decreased to $661,637 in 1996 from $764,525 in 1995, primarily as a result of a decrease in invested capital compared to a year ago, due to the purchase of Company common stock, radioisotope and property, plant and equipment, as partially offset by higher effective yields received on invested securities. Interest expense decreased to $345,536 in 1996 from $398,875 in 1995 as a result of the payments of current maturities on long-term debt. Net income decreased to $5,083,678 in 1996 from $5,709,077 in 1995. This decrease in net income was attributable to the reasons described above. As a percentage of sales, net income was 14.0% in 1996 compared to 16.8% in 1995. - 16 - 17 LIQUIDITY AND CAPITAL RESOURCES The increase in the Company's liquidity was principally attributable to the cash provided by operating activities, derived from net income for the period as adjusted for non-cash expense items such as depreciation and amortization. This increase was partially offset by cash used to fund capital expenditures for the purchase of radioisotope and equipment for the Company's existing sterilization facilities, the construction of a new sterilization facility in Libertyville, Illinois, and the purchase of Company common stock. The Company currently utilizes excess cash flows from operations to fund capital expenditures and facility expansion. In prior years, the Company has utilized industrial development revenue bonds and sales of common stock to finance a substantial portion of the costs of constructing and equipping (including the initial purchase of radioisotope) some of its sterilization facilities. Industrial development revenue bonds are collateralized by the property, plant, equipment and radioisotope purchased with the proceeds of such bonds and the agreements relating to such bonds contain various restrictive covenants. The Company believes that funds from operating activities will be sufficient to purchase radioisotope and to equip, on a year-to-year basis, the Company's existing sterilization facilities. -17- 18 The Company may also utilize existing credit facilities, which the Company expects to be able to renew annually, to fund the working capital needs of the Company, as required. Expansion plans are expected to be funded from the Company's investments. The Company's capital expenditures for 1996 are anticipated to be approximately $10 to $12 million, including the constructing and equipping of the Company's new sterilization facility in Libertyville, Illinois, which is expected to become operational in the first half of 1997. INFLATION Inflation is not expected to have a significant impact on the Company's income, particularly as the United States economy is presently experiencing a period of low inflation. Based upon its experience since inception, the Company does not expect that future increases in the cost of radioisotope or other materials will be significant to its operations. - 18 - 19 PART II. OTHER INFORMATION Item 1 Legal Proceedings None to report. Item 2 Changes in Securities None to report. Item 3 Defaults Upon Senior Securities None to report. Item 4 Submissions of Matters to a Vote of Security Holders None to report. Item 5 Other Information None to report. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits: 11.1 Statement Re: Computation of Earnings Per Share For the Three Months Ended September 30, 1996 and 1995. (Unaudited) 11.2 Statement Re: Computation of Earnings Per Share For the Nine Months Ended September 30, 1996 and 1995. (Unaudited) 27 Financial Data Schedule (b) Reports on Form 8-K: During the three months ended September 30, 1996, Registrant filed no reports on Form 8-K. - 19 - 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ISOMEDIX INC. (Registrant) Date: November 13, 1996 /s/ Peter Mayer -------------------------------------- Peter Mayer President and Chief Executive Officer Date: November 13, 1996 /s/ Thomas J. DeAngelo -------------------------------------- Thomas J. DeAngelo Vice President Finance and Administration and Chief Financial Officer - 20 - 21 EXHIBIT INDEX EXHIBIT No. DESCRIPTION 11.1 COMPUTATION OF EARNINGS PER SHARE FOR THR THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995. (UNAUDITED) 11.2 COMPUTATION OF EARNINGS PER SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995. (UNAUDITED) 27 FINANCIAL DATA SCHEDULE EX-11.1 2 COMPUTATION OF EARNINGS-3 MONTHS 1 EXHIBIT 11.1 ISOMEDIX INC. AND SUBSIDIARIES STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995. (Unaudited) Net income and common shares used in the calculation of earnings per share for the three months ended September 30, 1996 and 1995, were computed as follows:
September 30, September 30, 1996 1995 ------------- ------------- Net Income $1,824,631 $1,857,114 ========== ========== Weighted average number of common shares outstanding during the period: 6,863,901 6,979,997 Add: Shares issuable upon assumed exercise or con- version of stock options and warrants 259,709 202,664 ---------- ---------- Common Shares 7,123,610 7,182,661 ========== ========== Earnings per common share $ .26 $ .26 ========== ==========
EX-11.2 3 COMPUTATION OF EARNINGS-9 MONTHS 1 EXHIBIT 11.2 ISOMEDIX INC. AND SUBSIDIARIES STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) Net income and common shares used in the calculation of earnings per share for the nine months ended September 30, 1996 and 1995, were computed as follows:
September 30, September 30, 1996 1995 ------------- ------------- Net Income $5,083,678 $5,709,077 ========== ========== Weighted average number of common shares outstanding during the period: 6,942,200 6,997,017 Add: Shares issuable upon assumed exercise or con- version of stock options and warrants 220,411 215,575 ---------- ---------- Common Shares 7,162,611 7,212,592 ========== ========== Earnings per common share $ .72 $ .79 ========== ==========
EX-27 4 FINANCIAL DATA SCHEDULE
5 US DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1 4,796,427 17,495,382 8,962,721 475,000 0 31,654,523 139,809,525 59,782,567 115,470,064 2,603,877 8,500,000 0 0 71,699 95,590,180 115,470,064 36,203,768 36,203,768 18,517,251 18,517,251 9,529,823 0 345,536 8,472,795 3,389,117 3,389,117 0 0 0 3,389,117 0.72 0.72
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