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Commitments and Contingencies
9 Months Ended
Apr. 30, 2013
Commitments and Contingencies  
Commitments and Contingencies

Note 12.                                                  Commitments and Contingencies

 

Long-term contractual obligations

 

As of April 30, 2013, 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:

 

 

 

Three Months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31,

 

Year Ending July 31,

 

 

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

Thereafter

 

Total

 

 

 

(Amounts in thousands)

 

Maturities of the credit facilities

 

$

2,500

 

$

10,000

 

$

10,000

 

$

10,000

 

$

72,500

 

$

 

$

105,000

 

Expected interest payments under the credit facilities (1)

 

626

 

2,353

 

2,112

 

1,871

 

5

 

 

6,967

 

Minimum commitments under noncancelable operating leases

 

923

 

3,586

 

2,776

 

1,868

 

1,260

 

4,756

 

15,169

 

Acquisition payable

 

 

 

255

 

 

 

 

255

 

Compensation agreements

 

1,092

 

3,786

 

1,496

 

350

 

75

 

 

6,799

 

Deferred compensation and other

 

15

 

54

 

55

 

43

 

42

 

63

 

272

 

Total contractual obligations

 

$

5,156

 

$

19,779

 

$

16,694

 

$

14,132

 

$

73,882

 

$

4,819

 

$

134,462

 

 

 

(1) The expected interest payments under both the term and revolving credit facilities reflect interest rates of 2.41% and 2.40%, which were our weighted average interest rates on outstanding borrowings at April 30, 2013 and reflects the impact of our interest rate swap agreements.

 

Operating leases

 

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

 

Acquisition payable

 

In connection with the Byrne Acquisition, 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 April 30, 2013, we have estimated $255,000 as the fair value of this payable, as more fully described in Notes 3 and 6 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, which define certain compensation arrangements relating to various employment termination scenarios. In conjunction with the acquisitions of the Byrne Medical Business on August 1, 2011, the SPS Business on November 1, 2012 and the Eagle Pure Water Business on December 31, 2012, we entered into three-year employment agreements with certain executive officers of the acquired businesses.

 

Deferred compensation and other

 

Deferred compensation and other includes deferred compensation arrangements for certain former Medivators directors and officers and is recorded in other long-term liabilities. Additionally, deferred compensation and other includes an insurance related claim and minimum commitments under noncancelable capital leases.