Document

 
Filed by STERIS plc
Commission File No. 001-38848
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
 
Subject Company: Cantel Medical Corp.
Commission File No.: 001-31337
Date 05/18/2021
   
STERIS Announces Financial Results for Fiscal 2021 Fourth Quarter and Full Year
 
 
Fourth quarter revenue increases 6% as reported; full year increases 3% as reported
 
Full year earnings per diluted share of $4.63 on a U.S. GAAP basis and $6.17 on an adjusted basis on effective tax rates of 23.3% and 20.7%, respectively
 
Company provides outlook for fiscal 2022 including Cantel Medical
 
DUBLIN, IRELAND - (May 18, 2021) - STERIS plc (NYSE: STE) (“STERIS” or the “Company”) today announced financial results for its fiscal 2021 fourth quarter ended March 31, 2021.  Revenue as reported for the quarter increased 6% to $873.5 million compared with $823.0 million in the fourth quarter of fiscal 2020, with growth in all three segments. Constant currency organic revenue (see Non-GAAP Financial Measures) increased 0.3% for the fourth quarter of fiscal 2021 as compared to constant currency organic revenue results in the fourth quarter of fiscal 2020.  For the full fiscal year, revenue as reported increased 3% to $3,107.5 million and constant currency organic revenue was up slightly from the prior year.

“We are pleased to finish fiscal 2021 with constant currency organic revenue up slightly from last year and double-digit adjusted net income growth, even with the impact of the COVID-19 pandemic. This performance speaks to the resilience of our business and the good work by our Associates," said Walt Rosebrough, President and Chief Executive Officer of STERIS. “Our outlook for fiscal 2022 reflects the additions of Key Surgical for the full year and ten months of Cantel Medical as-well-as another year of record organic revenue and earnings, as we expect healthcare procedure volumes to return to pre-pandemic levels.”

Fourth Quarter and Full Year Operating Results
As reported, net income for the fourth quarter was $87.4 million or $1.02 per diluted share, compared with $122.6 million or $1.43 per diluted share in the fourth quarter of fiscal 2020.  Adjusted net income (see Non-GAAP Financial Measures) for the fourth quarter of fiscal 2021 was $140.3 million or $1.63 per diluted share, compared with the previous year’s fourth quarter of $139.8 million or $1.63 per diluted share.  As reported, full year net income was $397.4 million, or $4.63 per diluted share, compared with $407.7 million, or $4.76 per diluted share in fiscal 2020.  Adjusted net income for fiscal 2021 was $530.2 million, or $6.17 per diluted share, compared with adjusted net income of $482.7 million, or $5.64 per diluted share in fiscal 2020.  The effective tax rate was primarily impacted by discrete item adjustments.

In the fourth quarter of fiscal 2021, STERIS eliminated the use of LIFO for inventory accounting, which impacted our quarterly profit measures for fiscal 2021. The impact of this accounting change for fiscal 2021 caused a $0.03 reduction in earnings per diluted share.  This accounting change has been retrospectively applied to all periods presented in the attached tables.

Fourth Quarter Segment Results
Healthcare revenue as reported grew 3% in the quarter to $561.8 million compared with $546.6 million in the fourth quarter of fiscal 2020.  This performance reflected a 25% increase in consumable revenue, driven by the addition of $32.1 million in revenue from Key Surgical, and a 4% reduction in both service and capital equipment revenue.  Constant currency organic revenue declined 4% for the quarter.  Healthcare operating income was $122.7 million compared with $120.9 million in last year’s fourth quarter. The increase in profitability was primarily due to the favorable impact from Key Surgical.


Fiscal 2021 fourth quarter revenue for Applied Sterilization Technologies increased 15% as reported to $187.5 million compared with $163.7 million in the same period last year.  Constant currency organic revenue increased 10%, driven primarily by increased demand from medical device Customers in the quarter.  Segment operating income was $88.2 million in the fourth quarter of fiscal 2021 compared with operating income of $72.0 million in the same period last year primarily due to the increased volume, lower expenses and favorable foreign currency impact.

Life Sciences fourth quarter revenue as reported grew 10% to $124.2 million compared with $112.7 million in the fourth quarter of fiscal 2020, driven by 43% growth in capital equipment revenue and 5% growth in service revenue which were partially offset by a 4% decline in consumable revenue. Constant currency organic revenue growth was 7% in the quarter. Operating income was $44.4 million in the fourth quarter of fiscal 2021 compared with $41.0 million in the prior year’s fourth quarter primarily driven by increased volume.

Cash Flow
Net cash provided by operations for fiscal 2021 was $689.6 million, compared with $590.6 million for fiscal 2020.  Free cash flow (see Non-GAAP Financial Measures) for fiscal 2021 was $450.9 million compared with $380.2 million in the prior year period. The increase in free cash flow is primarily due to improvements in working capital somewhat offset by higher capital expenditures.

Fiscal 2022 Outlook
With Cantel Medical planned to close on June 2, STERIS is providing outlook including Cantel Medical for fiscal 2022.  STERIS expects as reported revenue of approximately $4.5 billion.  Constant currency organic revenue growth is expected to be in the range of 8-9% for fiscal 2022.  Reflecting March 31, 2021 forward rates, currency movements are anticipated to be favorable to revenue by approximately $15 million for fiscal 2022.  Adjusted earnings per diluted share are anticipated to be in the range of $7.40 - $7.65, which assumes an adjusted effective tax rate of 21-22% and a share count of approximately 99 million diluted shares.

Free cash flow for fiscal 2022 is expected to be approximately $380 million, reflecting approximately $200 million in integration and deal related costs primarily for the purchase of Cantel Medical. Capital spending is anticipated to be approximately $320 million for the combined company.

Dividend Announcement
STERIS’s Board of Directors has approved a quarterly interim dividend of $0.40 per share.  The dividend is payable June 25, 2021 to shareholders of record at the close of business on May 28, 2021.

Conference Call
As previously announced, STERIS management will host a conference call tomorrow, May 19, 2021 at 11:00 a.m. ET.  The conference call can be heard at www.steris-ir.com or via phone by dialing 1-833-535-2199 in the United States or 1-412-902-6776 internationally, then asking to join the conference call for STERIS plc.

For those unable to listen to the conference call live, a replay will be available beginning at 1:00 p.m. ET on May 19, 2021, either at www.steris-ir.com or via phone.  To access the replay of the call, please use the access code 10154451 and dial 1-877-344-7529 in the United States or 1-412-317-0088 internationally.


About STERIS
STERIS’s MISSION IS TO HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe. For more information, visit www.steris.com.

Investor Contact:
Julie Winter, Vice President, Investor Relations and Corporate Communications
Julie_Winter@steris.com
+1 440 392 7245

Media Contact:
Stephen Norton, Senior Director, Corporate Communications
Stephen_Norton@steris.com
+1 440 392 7482

Non-GAAP Financial Measures
Adjusted net income, adjusted EBIT, free cash flow and constant currency organic revenue are non-GAAP measures that may be used from time to time and should not be considered replacements for GAAP results.  Non-GAAP financial measures are presented in this release with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.  The Company believes that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures, provides a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure.

Adjusted net income excludes the amortization of intangible assets acquired in business combinations, acquisition related transaction costs, integration costs related to acquisitions, redomiciliation and tax restructuring costs, COVID-19 incremental costs, settlement of I.R.S. adjustments related to prior fiscal years, and certain other unusual or non-recurring items. COVID-19 incremental costs includes the additional costs attributable to COVID-19 such as enhanced cleaning protocols, personal protective equipment for our employees, event cancellation fees, and payroll costs associated with our response to COVID-19, net of any government subsidies available. STERIS believes this measure is useful because it excludes items that may not be indicative of or are unrelated to our core operating results and provides a baseline for analyzing trends in our underlying businesses.

The Company defines free cash flow as cash flows from operating activities less purchases of property, plant, equipment and intangibles, plus proceeds from the sale of property, plant, equipment, and intangibles.  STERIS believes that free cash flow is a useful measure of the Company’s ability to fund future principal debt repayments and growth outside of core operations, pay cash dividends, and repurchase ordinary shares.

To measure the percentage organic revenue growth, the Company removes the impact of significant acquisitions and divestitures that affect the comparability and trends in revenue. To measure the percentage constant currency organic revenue growth, the impact of changes in currency exchange rates and acquisitions and divestitures that affect the comparability and trends in revenue are removed.  The impact of changes in currency exchange rates is calculated by translating current year results at prior year average currency exchange rates.


Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for reported sales, gross profit, operating income, net earnings and net earnings per diluted share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures below, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

NO OFFER OR SOLICITATION

This announcement is for informational purposes only and is not an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, STERIS has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS OF STERIS AND CANTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT ARE PART OF THE REGISTRATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus has been mailed to stockholders of Cantel. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Cantel at its website, www.Cantelmedical.com, or by contacting Cantel’s Investor Relations Department at (973) 890-7220, or from STERIS at its website, www.steris.com, or by contacting STERIS’s Investor Relations Department at (440) 392-7245.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release and the referenced conference call may contain forward-looking statements within the meaning of the federal securities laws about STERIS. Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements are based on current expectations, estimates or forecasts about our businesses, the industries in which we operate and current beliefs and assumptions of management and are subject to uncertainty and changes in circumstances. Investors should understand that these statements are not guarantees of performance or results. Many important factors could affect actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’s or Cantel’s securities filings or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Unless legally required, we do not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. These risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:


the failure to obtain Cantel stockholder approval of the proposed transaction;

the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval and any conditions imposed on the combined entity in connection with consummation of the proposed transaction;

delay in closing the proposed transaction or the possibility of non-consummation of the proposed transaction;

the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected, including that the proposed transaction may not be accretive within the expected timeframe or to the extent anticipated;

the occurrence of any event that could give rise to termination of the merger agreement;

the risk that shareholder/stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transactions or result in significant costs of defense, indemnification and liability;

risks related to the disruption of the proposed transaction to STERIS, Cantel and our respective managements;

risks relating to the value of the STERIS shares to be issued in the transaction;

the effect of announcement of the proposed transaction on our ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties;

the impact of the COVID-19 pandemic on STERIS’s or Cantel’s operations, performance, results, prospects, or value;

STERIS’s ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland (“Redomiciliation”);

operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected following the Redomiciliation;

STERIS’s ability to meet expectations regarding the accounting and tax treatment of the Tax Cuts and Jobs Act (“TCJA”) or the possibility that anticipated benefits resulting from the TCJA will be less than estimated;

changes in tax laws or interpretations that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes;

the potential for increased pressure on pricing or costs that leads to erosion of profit margins;

the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated;

the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation any of the same relating to FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened FDA, EPA or other regulatory warning notices, actions, requests, inspections or submissions, or other requirements or standards may delay, limit or prevent new product or service introductions, affect the production, supply and/or marketing of existing products or services or otherwise affect STERIS’s or Cantel’s performance, results, prospects or value;



the potential of international unrest, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs;

the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s or Cantel’s products and services;

the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products or in the provision of services;

the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with STERIS’s and Cantel’s businesses, industry or initiatives including, without limitation, those matters described in STERIS’s and Cantel’s respective Annual Reports on Form 10-K for the year ended March 31, 2020 and July 31, 2020, respectively, and other securities filings, may adversely impact STERIS’s and/or Cantel’s performance, results, prospects or value;

the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and STERIS’s ability to respond to such impacts;

the impact on STERIS, Cantel and their respective operations of any legislation, regulations or orders, including but not limited to any new trade or tax legislation, regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto;

the possibility that anticipated financial results or benefits of recent acquisitions, including the acquisition of Key Surgical, or of STERIS’s restructuring efforts, or of recent divestitures, or of restructuring plans will not be realized or will be other than anticipated;

the effects of contractions in credit availability, as well as the ability of STERIS’s and Cantel’s Customers and suppliers to adequately access the credit markets when needed;

STERIS’s ability to complete the acquisition of Cantel, including the fulfillment of closing conditions and obtaining financing, on terms satisfactory to STERIS or at all; and

other risks described in STERIS’s and Cantel’s respective most recent Annual Reports on Form 10-K and other reports filed with the Securities and Exchange Commission.

Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law. This cautionary statement is applicable to all forward-looking statements contained herein and in the referenced conference call.



STERIS plc
Consolidated Condensed Statements of Operations
(In thousands, except per share data) Three Months Ended March 31, Twelve Months Ended March 31,
 
  2021 2020 2021 2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Recast)* (Recast)*
Revenues $ 873,531  $ 822,991  $ 3,107,519  $ 3,030,895 
Cost of revenues 493,828  460,096  1,764,534  1,708,429 
Total cost of revenues - restructuring (115) (191) (115) 2,470 
Total cost of revenues, net 493,713  459,905  1,764,419  1,710,899 
Gross profit 379,818  363,086  1,343,100  1,319,996 
Operating expenses:
Selling, general, and administrative 221,070  189,064  731,320  716,731 
Research and development 17,514  17,225  66,326  65,546 
Restructuring (credit) expenses (3,024) (2,914) 673 
Total operating expenses 235,560  206,295  794,732  782,950 
Income from operations 144,258  156,791  548,368  537,046 
Non-operating expenses, net 8,555  9,753  30,835  38,292 
Income tax expense 48,961  24,546  120,663  90,895 
Net income $ 86,742  $ 122,492  $ 396,870  $ 407,859 
Less: Net (loss) income attributable to noncontrolling interests (701) (97) (530) 200 
Net income attributable to shareholders $ 87,443  $ 122,589  $ 397,400  $ 407,659 
Earnings per ordinary share (EPS) data:
Basic $ 1.02  $ 1.44  $ 4.66  $ 4.81 
Diluted $ 1.02  $ 1.43  $ 4.63  $ 4.76 
Cash dividends declared per share ordinary outstanding $ 0.40  $ 0.37  $ 1.57  $ 1.45 
Weighted average number of shares outstanding used in EPS computation:
  Basic number of shares outstanding 85,352  84,891  85,203  84,778 
  Diluted number of shares outstanding 86,038  85,676  85,898  85,641 
STERIS plc
Consolidated Condensed Balance Sheets
(in thousands)
March 31, March 31,
  2021 2020
  (Unaudited) (Recast)*
Assets
Current assets:
Cash and cash equivalents $ 220,531  $ 319,581 
Accounts receivable, net 609,406  586,481 
Inventories, net 315,067  263,544 
Prepaid expenses and other current assets 66,750  54,430 
Total current assets 1,211,754  1,224,036 
Property, plant, and equipment, net 1,235,400  1,111,855 
Lease right-of-use assets, net 150,142  131,837 
Goodwill 3,026,049  2,356,085 
Intangibles, net 898,406  565,473 
Other assets 52,720  51,581 
Total assets $ 6,574,471  $ 5,440,867 
Liabilities and equity
Current liabilities:
Accounts payable $ 156,950  $ 149,341 
Other current liabilities 420,970  354,266 
Total current liabilities 577,920  503,607 
Long-term indebtedness 1,650,540  1,150,521 
Other liabilities 454,543  368,529 
Total equity 3,891,468  3,418,210 
Total liabilities and equity $ 6,574,471  $ 5,440,867 

*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".


STERIS plc
Segment Data
Financial information for each of the segments is presented in the following table. We disclose a measure of segment income that is consistent with the way management operates and views the business. The accounting policies for reportable segments are the same as those for the consolidated Company. Segment income is calculated as the segment’s gross profit less direct costs and indirect costs if the resources are dedicated to a single segment. Corporate costs include corporate and administrative functions, public company costs, legacy post-retirement benefits, and certain services and facilities related to distribution and research and development that are shared by multiple segments.
  Three Months Ended March 31, Twelve Months Ended March 31,
  2021 2020 2021 2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Recast)* (Recast)*
Revenues:
Healthcare $ 561,808  $ 546,572  $ 1,954,055  $ 1,986,809 
Applied Sterilization Technologies 187,541  163,688  685,912  627,147 
Life Sciences 124,182  112,731  467,552  416,939 
Total revenues $ 873,531  $ 822,991  $ 3,107,519  $ 3,030,895 
Operating income (loss):
Healthcare $ 122,708  $ 120,885  $ 427,089  $ 420,709 
Applied Sterilization Technologies 88,232  72,028  310,648  270,917 
Life Sciences 44,361  41,003  180,796  144,088 
Corporate (60,690) (55,402) (219,153) (207,015)
Total operating income before adjustments $ 194,611  $ 178,514  $ 699,380  $ 628,699 
Less: Adjustments
Amortization of acquired intangible assets
$ 21,243  $ 18,268  $ 83,892  $ 71,675 
Acquisition and integration related charges 21,650  2,640  35,634  8,225 
Redomiciliation and tax restructuring costs 742  425  1,592  3,699 
(Gain) on fair value adjustment of acquisition related contingent consideration   —  (500) — 
Net loss on divestiture of businesses
2,025  (783) 2,030  1,770 
Amortization of inventory and property "step up" to fair value 2,499  609  5,600  2,392 
COVID-19 incremental costs 5,333  749  25,793  749 
Restructuring charges (3,139) (185) (3,029) 3,143 
Total operating income $ 144,258  $ 156,791  $ 548,368  $ 537,046 


*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".


STERIS plc
Consolidated Condensed Statements of Cash Flows
(in thousands)
  Twelve Months Ended March 31,
  2021 2020
(Unaudited) (Unaudited)
(Recast)*
Operating activities:
Net income $ 396,870  $ 407,859 
Non-cash items 273,764  232,510 
Changes in operating assets and liabilities 19,006  (49,810)
Net cash provided by operating activities 689,640  590,559 
Investing activities:
Purchases of property, plant, equipment, and intangibles, net (239,262) (214,516)
Proceeds from the sale of property, plant, equipment, and intangibles 569  4,156 
Proceeds from the sale of businesses 518  439 
Purchase of investments (4,400) — 
Acquisition of businesses, net of cash acquired (909,192) (109,814)
Other (2,392) — 
Net cash used in investing activities (1,154,159) (319,735)
Financing activities:
Proceeds from the issuance of long- term obligations 550,000  — 
Payments on long-term obligations (35,000) — 
Payments under credit facilities, net (30,461) (26,500)
Deferred financing fees and debt issuance costs (12,846) (1,281)
Acquisition related deferred or contingent consideration (2,395) (626)
Repurchases of ordinary shares (14,646) (51,241)
Cash dividends paid to ordinary shareholders (133,837) (123,034)
Contributions from noncontrolling interest holders 2,258  6,050 
Distributions to noncontrolling interest holders (4,179) (1,245)
Stock option and other equity transactions, net 26,726  34,731 
Net cash provided by (used in) financing activities 345,620  (163,146)
Effect of exchange rate changes on cash and cash equivalents 19,849  (8,730)
(Decrease) increase in cash and cash equivalents (99,050) 98,948 
Cash and cash equivalents at beginning of period 319,581  220,633 
Cash and cash equivalents at end of period $ 220,531  $ 319,581 
The following table presents a financial measure which is considered to be "non-GAAP financial measures" under Securities Exchange Commission rules. Free cash flow is defined by the Company as cash flows from operating activities less purchases of property, plant, equipment and intangibles (capital expenditures) plus proceeds from the sale of property, plant, equipment and intangibles. The Company uses free cash flow as a measure to gauge its ability to pay cash dividends, fund growth outside of core operations, fund future debt principal repayments, and repurchase shares. STERIS's calculation of free cash flows may vary from other companies.
Twelve Months Ended March 31,
2021 2020
(Unaudited) (Unaudited)
(Recast)*
Calculation of Free Cash Flow:
Cash flows from operating activities 689,640  $ 590,559 
Purchases of property, plant, equipment, and intangibles, net (239,262) (214,516)
Proceeds from the sale of property, plant, equipment, and intangibles 569  4,156 
Free Cash Flow $ 450,947  $ 380,199 
 Twelve Months Ended
 March 31,
Calculation of free cash flow for outlook: 2022
(Outlook)**
Cash flows from operating activities $700,000
Purchases of property, plant, equipment, and intangibles, net (320,000)
Free Cash Flow $380,000
** All amounts are estimates.
*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".


STERIS plc
Non-GAAP Financial Measures
(in thousands, except per share data)
Non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.
Management and the Board of Directors believe that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures and the reconciliation to the corresponding GAAP financial measures, provides the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. It is important for the reader to note that the non-GAAP financial measure used may be calculated differently from, and therefore may not be comparable to, a similarly titled measure used by other companies.
To measure the percentage organic revenue growth, the Company removes the impact of acquisitions and divestitures that affect the comparability and trends in revenue. To measure the percentage constant currency organic revenue growth, the impact of changes in currency exchange rates and acquisitions and divestitures that affect the comparability and trends in revenue are removed. The impact of changes in currency exchange rates is calculated by translating current year results at prior year average currency exchange rates.
Three months ended March 31, (unaudited)
As reported, GAAP Impact of Acquisitions Impact of Divestitures Impact of Foreign Currency Movements GAAP Growth Organic Growth Constant Currency Organic Growth
2021 2020 2021 2020 2021 2021 2021 2021
Segment revenues:
Healthcare $ 561,808  $ 546,572  $ 32,114  $ —  $ 5,950  2.8  % (3.1) % (4.2) %
Applied Sterilization Technologies 187,541  163,688  1,280  —  5,969  14.6  % 13.8  % 10.1  %
Life Sciences 124,182  112,731  —  —  3,028  10.2  % 10.2  % 7.5  %
Total $ 873,531  $ 822,991  $ 33,394  $ —  $ 14,947  6.1  % 2.1  % 0.3  %
Twelve months ended March 31, (unaudited)
As reported, GAAP Impact of Acquisitions Impact of Divestitures Impact of Foreign Currency Movements GAAP Growth Organic Growth Constant Currency Organic Growth
2021 2020 2021 2020 2021 2021 2021 2021
Segment revenues:
Healthcare $ 1,954,055  $ 1,986,809  $ 47,648  $ —  $ 7,336  (1.6) % (4.0) % (4.4) %
Applied Sterilization Technologies 685,912  627,147  1,280  —  11,212  9.4  % 9.2  % 7.4  %
Life Sciences 467,552  416,939  —  —  5,498  12.1  % 12.1  % 10.8  %
Total $ 3,107,519  $ 3,030,895  $ 48,928  $ —  $ 24,046  2.5  % 0.9  % 0.1  %
Three months ended March 31, (unaudited) (recast)*
Gross Profit Income from Operations Net Income attributable to shareholders Diluted EPS
2021 2020 2021 2020 2021 2020 2021 2020
GAAP $ 379,818  $ 363,086  $ 144,258  $ 156,791  $ 87,443  $ 122,589  $ 1.02  $ 1.43 
Adjustments:
Amortization of acquired intangible assets 40  331  21,243  18,268 
Acquisition and integration related charges 390  283  21,650  2,640 
Redomiciliation and tax restructuring costs   —  742  425 
Net loss on divestiture of businesses   —  2,025  (783)
Amortization of inventory and property "step up" to fair value 2,500  608  2,499  609 
COVID-19 incremental costs 4,125  475  5,333  749 
Restructuring charges (115) (191) (3,139) (185)
Consideration received for pre-acquisition arrangement (7) — 
Net impact of adjustments after tax** 52,887  17,178 
Net EPS impact 0.61  0.20 
Adjusted $ 386,758  $ 364,592  $ 194,611  $ 178,514  $ 140,323  $ 139,767  $ 1.63  $ 1.63 
** The tax expense includes both the current and deferred income tax impact of the adjustments as well as settlement of I.R.S adjustments associated with prior fiscal years.


*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".



STERIS plc
Non-GAAP Financial Measures (Continued)
(in thousands, except per share data)
Twelve months ended March 31, (unaudited) (recast)*
Gross Profit Income from Operations Net Income attributable to shareholders Diluted EPS
2021 2020 2021 2020 2021 2020 2021 2020
GAAP $ 1,343,100  $ 1,319,996  $ 548,368  $ 537,046  $ 397,400  $ 407,659  $ 4.63  $ 4.76 
Adjustments:
Amortization of acquired intangible assets 11,099  1,566  83,892  71,675 
Acquisition and integration related charges 702  1,583  35,634  8,225 
Redomiciliation and tax restructuring costs   —  1,592  3,699 
(Gain) on fair value adjustment of acquisition related contingent consideration   —  (500) — 
Net loss on divestiture of businesses   —  2,030  1,770 
Amortization of inventory and property "step up" to fair value 5,596  2,499  5,600  2,392 
COVID-19 incremental costs 20,460  475  25,793  749 
Restructuring charges (115) 2,470  (3,029) 3,143 
Consideration received for pre-acquisition arrangement (833) — 
Net impact of adjustments after tax** 133,583  75,019 
Net EPS impact 1.54  0.88 
Adjusted $ 1,380,842  $ 1,328,589  $ 699,380  $ 628,699  $ 530,150  $ 482,678  $ 6.17  $ 5.64 
** The tax expense includes both the current and deferred income tax impact of the adjustments as well as settlement of I.R.S adjustments associated with prior fiscal years.

FY 2022 Outlook Twelve Months
Ended March 31, 2022
(Outlook)***
Net income per diluted share $4.18 - $4.43
Amortization of acquired intangible assets 1.54
Acquisition and integration related charges 1.66
Amortization of inventory and property "step up" to fair value 0.02
Adjusted net income per diluted share $7.40 - $7.65
*** All amounts are estimates.



*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".


STERIS plc
Unaudited Supplemental Financial Data
Fourth Quarter Fiscal 2021
For the Periods Ending March 31, 2021 and 2020
FY 2021 FY 2020 FY 2021 FY 2020
Q4 Q4 YTD YTD
Total Company Revenues (Recast)* (Recast)*
Consumables $ 206,299  $ 177,020  $ 725,951  $ 672,329 
Service 445,917  429,399  1,663,979  1,628,107 
Total Recurring $ 652,216  $ 606,419  $ 2,389,930  $ 2,300,436 
Capital Equipment $ 221,315  $ 216,572  $ 717,589  $ 730,459 
Total Revenues $ 873,531  $ 822,991  $ 3,107,519  $ 3,030,895 
Ireland Revenues $ 20,126  $ 17,416  $ 71,905  $ 63,821 
Ireland Revenues as a % of Total 2.3  % 2.1  % 2.3  % 2.1  %
United States Revenues $ 613,484  $ 599,967  $ 2,227,038  $ 2,211,722 
United States Revenues as a % of Total 70.2  % 72.9  % 71.7  % 73.0  %
International Revenues $ 239,921  $ 205,608  $ 808,576  $ 755,352 
International Revenues as a % of Total 27.5  % 25.0  % 26.0  % 24.9  %
Segment Data FY 2021 FY 2020 FY 2021 FY 2020
Q4 Q4 YTD YTD
Healthcare (Recast)* (Recast)*
Revenues
Consumables $ 155,556  $ 124,055  $ 510,946  $ 486,425 
Service 224,998  233,699  854,245  882,672 
Total Recurring $ 380,554  $ 357,754  $ 1,365,191  $ 1,369,097 
Capital Equipment 181,254  188,818  588,864  617,712 
Total Healthcare Revenues $ 561,808  $ 546,572  $ 1,954,055  $ 1,986,809 
Segment Operating Income $ 122,708  $ 120,885  $ 427,089  $ 420,709 
Applied Sterilization Technologies
Revenues
Total Applied Sterilization Technologies Revenues $ 187,541  $ 163,688  $ 685,912  $ 627,147 
Segment Operating Income $ 88,232  $ 72,028  $ 310,648  $ 270,917 
Life Sciences
Revenues
Consumables $ 50,743  $ 52,965  $ 215,005  $ 185,904 
Service 33,747  32,012  124,191  118,288 
Total Recurring $ 84,490  $ 84,977  $ 339,196  $ 304,192 
Capital Equipment 39,692  27,754  128,356  112,747 
Total Life Sciences Revenues $ 124,182  $ 112,731  $ 467,552  $ 416,939 
Segment Operating Income $ 44,361  $ 41,003  $ 180,796  $ 144,088 
Corporate
Operating loss $ (60,690) $ (55,402) $ (219,153) $ (207,015)
Other Data FY 2021 FY 2020 FY 2021 FY 2020
Q4 Q4 YTD YTD
(Recast)* (Recast)*
Healthcare Backlog $ 206,300  $ 170,101 
Life Sciences Backlog 79,866  72,390 
Total Backlog $ 286,166  $ 242,491 
GAAP Income Tax Rate 36.1  % 16.7  % 23.3  % 18.2  %
Adjusted Income Tax Rate 25.0  % 17.2  % 20.7  % 18.2  %
This supplemental data is consistent with publicly disclosed information provided in quarterly conference calls, earnings releases and SEC filings, and is subject to all definitions, precautions and limitations contained in those disclosures. Please see the Company's most recent 10-K for definitions (and reconciliation where appropriate) of adjusted measures, backlog, free cash flow and net debt.

*Certain amounts have been recast to reflect the change in inventory accounting method, as described in the last section of this exhibit titled, "LIFO Accounting Change".



STERIS plc
LIFO Accounting Change
(In thousands, except per share data)
In the fourth quarter of fiscal 2021, we voluntarily changed our method of inventory costing for certain of our inventories from the last in first out ("LIFO") method to the first in first out ("FIFO") method. We believe that the FIFO method of inventory accounting for inventory valuation is preferable to the LIFO method because it improves comparability to our peers, more closely resembles the physical flow of our inventory and aligns with how we manage the business. The effects of the change in accounting principle from LIFO to FIFO have been retrospectively applied to all periods presented in the tables below.
GAAP Results (recast) - Quarters Ended March 31, December 31, September 30, June 30,
Fiscal 2021 (unaudited)
Cost of revenues $ 493,713  $ 463,063  $ 426,095  $ 381,548 
Gross profit 379,818  345,861  330,037  287,384 
Income from operations 144,258  147,030  141,263  115,817 
Net income attributable to shareholders 87,443  114,501  105,858  89,598 
Net income per share attributable to shareholders:
Basic $ 1.02  $ 1.34  $ 1.24  1.05
Diluted $ 1.02  $ 1.33  $ 1.23  1.05
Fiscal 2020 (unaudited)
Cost of revenues $ 459,905  $ 442,908  $ 418,173  $ 389,913 
Gross profit 363,086  331,353  318,667  306,890 
Income from operations 156,791  142,387  126,733  111,135 
Net income attributable to shareholders 122,589  104,930  94,769  85,371 
Net income per share attributable to shareholders:
Basic $ 1.44  $ 1.24  $ 1.12  $ 1.01 
Diluted $ 1.43  $ 1.23  $ 1.11  $ 1.00 
Adjusted Results (recast) - Quarters Ended March 31, December 31, September 30, June 30,
Fiscal 2021 (unaudited)
Cost of revenues $ 486,773  $ 451,581  $ 416,147  $ 372,176 
Gross profit 386,758  357,343  339,985  296,756 
Income from operations 194,611  190,638  169,909  144,222 
Net income attributable to shareholders 140,323  149,232  127,344  113,251 
Net income per share attributable to shareholders:
Basic $ 1.64  $ 1.75  $ 1.50  1.33
Diluted $ 1.63  $ 1.73  $ 1.48  1.32
Fiscal 2020 (unaudited)
Cost of revenues $ 458,399  $ 440,638  $ 415,699  $ 387,570 
Gross profit 364,592  333,623  321,141  309,233 
Income from operations 178,514  163,166  149,780  137,239 
Net income attributable to shareholders 139,767  123,989  113,132  105,790 
Net income per share attributable to shareholders:
Basic $ 1.65  $ 1.46  $ 1.33  $ 1.25 
Diluted $ 1.63  $ 1.45  $ 1.32  $ 1.24 



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