ste-20211102
000175789898-1455064Dublin 2,false70 Sir John Rogerson's Quay,D02 R2962021-11-023531 232 2000001-38848L2IEfalsefalsefalse00017578982021-11-022021-11-020001757898ste:STETwo700SeniorNotesDue2031MemberMember2021-11-022021-11-020001757898ste:Two700SeniorNotesDue2051MemberMember2021-11-022021-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2021

STERIS plc
(Exact Name of Registrant as Specified in Charter)
Ireland001-38848 98-1455064
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
70 Sir John Rogerson's Quay,Dublin 2,IrelandD02 R296
(Address of principal executive offices)
Registrant’s telephone number, including area code: + 353 1 232 2000

Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Ordinary Shares, $0.001 par valueSTENew York Stock Exchange
2.700% Senior Notes due 2031STE/31New York Stock Exchange
3.750% Senior Notes due 2051STE/51New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Item 2.02Results of Operations and Financial Condition.

On November 2, 2021, STERIS plc (the “Company”) issued a press release announcing financial results for its fiscal 2022 second quarter ending September 30, 2021. A copy of this press release is attached hereto as Exhibit 99.1.
The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.
  Description
99.1  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
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 hereunto duly authorized.
 
STERIS plc
By /s/ J. Adam Zangerle
Name: J. Adam Zangerle
Title: Senior Vice President, General Counsel & Company Secretary
Dated: November 2, 2021


Document

Exhibit 99.1
                                                
STERIS Announces Financial Results for Fiscal 2022 Second Quarter

Second quarter revenue increases 58% as reported; 12% constant currency organic
As reported EPS of $0.69; adjusted EPS of $1.99
Company reiterates fiscal 2022 outlook

DUBLIN, IRELAND - (November 2, 2021) - STERIS plc (NYSE: STE) (“STERIS” or the “Company”) today announced financial results for its fiscal 2022 second quarter ended September 30, 2021. Revenue as reported for the quarter increased 58% to $1,197 million compared with $756 million in the second quarter of fiscal 2021. Constant currency organic revenue (see Non-GAAP Financial Measures) increased 12% for the second quarter of fiscal 2022 as compared to the second quarter of fiscal 2021.

“We continue to benefit from a faster recovery of procedure volumes than anticipated, particularly in the U.S.” said Dan Carestio, President and Chief Executive Officer of STERIS. “We are pleased with our results to date and anticipate another record year despite second half uncertainties in regard to supply chain and inflation.”

As reported, net income for the second quarter was $69.8 million or $0.69 per diluted share, compared with net income of $105.9 million or $1.23 per diluted share in the second quarter of fiscal 2021. Fiscal 2022 second quarter was negatively impacted by amortization of acquired intangibles and inventory and property “step up” and one-time expenses associated with acquisitions totaling approximately $162 million. Adjusted net income (see Non-GAAP Financial Measures) for the second quarter of fiscal 2022 was $200.3 million or $1.99 per diluted share, compared with the previous year’s second quarter of $127.3 million or $1.48 per diluted share.

Second Quarter Segment Results
Healthcare revenue as reported grew 58% in the quarter to $744.1 million compared with $470.9 million in the second quarter of fiscal 2021, with $220.8 million added from acquisitions during the quarter. Constant currency organic revenue increased 10% for the quarter. This performance reflected a 120% increase in consumable revenue, a 54% improvement in capital equipment revenue and a 25% increase in service revenue. Healthcare operating income was $160.4 million compared with $104.8 million in last year’s second quarter. The increase in profitability was primarily due to the increase in organic volume and acquired businesses.

Fiscal 2022 second quarter revenue for Applied Sterilization Technologies (AST) increased 21% as reported to $204.9 million compared with $169.5 million in the same period last year. Constant currency organic revenue increased 19%, driven primarily by increased demand from medical device Customers in the quarter. Segment operating income was $99.8 million in the second quarter of fiscal 2022 compared with operating income of $76.8 million in the same period last year primarily due to increased volume.

Life Sciences second quarter revenue as reported grew 14% to $132.3 million compared with $115.7 million in the second quarter of fiscal 2021. Growth was driven by a 19% improvement in service revenue, a 17% increase in capital equipment revenue and a 11% increase in consumable revenue. Constant currency organic revenue increased 7% in the quarter. Operating income was $57.5 million in the second quarter of fiscal 2022 compared with $46.4 million in the prior year’s second quarter. The increase in profitability was primarily due to the increase in volume and contributions from acquisitions.

Dental second quarter revenue as reported was $115.6 million and operating income of $32.4 million, in-line with the Company’s expectations.

Outlook
The company is reiterating its outlook for fiscal 2022, including constant currency organic revenue growth in the range of 10-11% and adjusted earnings per share of $7.60 to $7.85.




Cash Flow
Net cash provided by operations for the first half of fiscal 2022 was $268.8 million, compared with $296.1 million for the same period in fiscal 2021. Free cash flow (see Non-GAAP Financial Measures) for the first half of fiscal 2022 was $135.8 million compared with $185.6 million in the prior year period. The decrease in free cash flow is primarily due to anticipated costs associated with the Cantel Medical acquisition and higher capital spending year-over-year.

Conference Call
As previously announced, STERIS management will host a conference call tomorrow, November 3, 2021 at 10:00 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 12:00 p.m. ET on November 3, 2021, either at www.steris-ir.com or via phone. To access the replay of the call, please use the access code 10160982 and dial 1-877-344-7529 in the United States or 1-412-317-0088 internationally.

About STERIS
STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare, life sciences and dental products and services. For more information, visit www.steris.com.

Company Contact:
Julie Winter, Vice President, Investor Relations and Corporate Communications
Julie_Winter@steris.com

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 include 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The release and the referenced conference call may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. 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. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described in STERIS’s other securities filings, including Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2021 and subsequently filed Quarterly Reports on Form 10-Q. Many of these important factors are outside of STERIS’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’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. References to products are summaries only and should not be considered the specific terms of the product clearance or literature. Unless legally required, STERIS does 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. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the impact of the COVID-19 pandemic on STERIS’s operations, supply chain, material and labor costs, performance, results, prospects, or value, (b) STERIS's ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland (“Redomiciliation”), (c) 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, (d) STERIS’s ability to successfully integrate the businesses of Cantel Medical into our existing businesses, including unknown or inestimable liabilities, or increases in expected integration costs or difficulties in connection with the integration of Cantel Medical (e) 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, (f) 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, (g) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, (h) 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, (i) 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 performance, results, prospects or value, (j) 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, (k) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (l) 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, (m) 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 businesses, industry or initiatives including, without limitation, those matters described in our Annual Report on Form 10-K for the year ended March 31, 2021, and other securities filings, may adversely impact STERIS’s performance, results, prospects or value, (n) the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and the Company’s ability to respond to such impacts, (o) the impact on STERIS and its 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, (p) the possibility that anticipated financial results or benefits of recent acquisitions, including the acquisition of Cantel Medical and Key Surgical, or of STERIS’s restructuring efforts, or of recent divestitures, including anticipated revenue, productivity improvement, cost savings, growth synergies and other anticipated benefits, will not be realized or will be other than anticipated, (q) the increased level of STERIS’s indebtedness incurred in connection with the acquisition of Cantel Medical limiting financial flexibility or increasing future borrowing costs, (r) rating agency actions that could affect STERIS’s existing debt or future ability to borrow funds at rates favorable to STERIS or at all, (s) the potential impact of the acquisition of Cantel Medical on relationships, including with suppliers, Customers, employees and regulators, and (t) the effects of contractions in credit availability, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets when needed.





STERIS plc
Consolidated Condensed Statements of Operations
(In thousands, except per share data)Three Months Ended September 30, Six Months Ended September 30,
 
 2021202020212020
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
(Recast)*(Recast)*
Revenues$1,196,985 $756,132 $2,165,407 $1,425,064 
Cost of revenues 716,641 426,095 1,258,781 807,643 
Gross profit480,344 330,037 906,626 617,421 
Operating expenses:
Selling, general, and administrative344,799 172,707 738,551 327,878 
Research and development18,832 16,143 37,024 32,374 
Restructuring expenses210 (76)224 90 
Total operating expenses363,841 188,774 775,799 360,342 
Income from operations116,503 141,263 130,827 257,079 
Non-operating expenses, net26,896 7,477 70,197 14,680 
Income tax expense19,982 27,778 12,907 46,860 
Net income$69,625 $106,008 $47,723 $195,539 
Less: Net income (loss) attributable to noncontrolling interests(186)150 (281)84 
Net income attributable to shareholders$69,811 $105,858 $48,004 $195,455 
Earnings per ordinary share (EPS) data:
Basic$0.70 $1.24 $0.51 $2.30 
Diluted$0.69 $1.23 $0.50 $2.28 
Cash dividends declared per share ordinary outstanding$0.43 $0.40 $0.83 $0.77 
Weighted average number of shares outstanding used in EPS computation:
  Basic number of shares outstanding99,848 85,170 95,000 85,065 
  Diluted number of shares outstanding100,689 85,844 95,840 85,760 
STERIS plc
Consolidated Condensed Balance Sheets
(in thousands)
September 30,March 31,
 20212021
 (Unaudited) 
Assets
Current assets:
Cash and cash equivalents$383,494 $220,531 
Accounts receivable, net762,003 609,406 
Inventories, net564,532 315,067 
Prepaid expenses and other current assets194,598 66,750 
Total current assets1,904,627 1,211,754 
Property, plant, and equipment, net1,511,255 1,235,400 
Lease right-of-use assets, net199,332 150,142 
Goodwill5,132,697 3,026,049 
Intangibles, net2,954,417 898,406 
Other assets50,120 52,720 
Total assets$11,752,448 $6,574,471 
Liabilities and equity
Current liabilities:
Accounts payable$219,255 $156,950 
Other current liabilities566,446 420,970 
Total current liabilities785,701 577,920 
Long-term indebtedness3,421,506 1,650,540 
Other liabilities1,000,310 454,543 
Total equity6,544,931 3,891,468 
Total liabilities and equity$11,752,448 $6,574,471 
*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.


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 September 30, Six Months Ended September 30,
 2021202020212020
(unaudited)(unaudited)(unaudited)(unaudited)
(recast)*(recast)*
Revenues:
Healthcare $744,134 $470,927 $1,346,951 $870,585 
Applied Sterilization Technologies204,892 169,547 413,794 321,909 
Life Sciences132,327 115,658 253,798 232,570 
Dental 115,632 — 150,864 — 
Total revenues$1,196,985 $756,132 $2,165,407 $1,425,064 
Operating income (loss):
Healthcare$160,390 $104,796 $296,550 $188,968 
Applied Sterilization Technologies99,789 76,835 201,716 140,790 
Life Sciences57,519 46,433 106,607 94,894 
Dental32,392 — 42,511 — 
Corporate(71,552)(58,155)(146,612)(110,522)
Total operating income before adjustments$278,538 $169,909 $500,772 $314,130 
Less: Adjustments
Amortization of acquired intangible assets
$74,791 $21,955 $116,531 $39,455 
Acquisition and integration related charges 17,404 1,135 158,400 2,421 
Redomiciliation and tax restructuring costs159 384 110 554 
Net (gain) loss on divestiture of businesses
(15)(5)404 
Amortization of inventory and property "step up" to fair value 69,486 714 94,276 1,317 
COVID-19 incremental costs 4,539  13,209 
Restructuring charges 210 (76)224 90 
Total operating income$116,503 $141,263 $130,827 $257,079 



*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.


STERIS plc
Consolidated Condensed Statements of Cash Flows
(in thousands)
 Six Months Ended September 30,
 20212020
Operating activities:(Unaudited)(Unaudited)
(Recast)*
Net income$47,723 $195,539 
Non-cash items364,589 122,392 
Changes in operating assets and liabilities(143,546)(21,858)
Net cash provided by operating activities268,766 296,073 
Investing activities:
Purchases of property, plant, equipment, and intangibles, net(133,369)(110,746)
Proceeds from the sale of property, plant, equipment, and intangibles387 275 
Acquisition of businesses, net of cash acquired(547,353)— 
Other (2,392)
Net cash used in investing activities(680,335)(112,863)
Financing activities:
          Proceeds from issuance of senior public notes1,350,000 — 
          Proceeds from term loan650,000 — 
Payments on long-term obligations
(721,284)(35,000)
          Payments on convertible debt(371,361)— 
          Payments on term loan(125,000)— 
Payments under credit facilities, net(65,021)(107,162)
Deferred financing fees and debt issuance costs
(17,343)— 
Acquisition related deferred or contingent consideration
(25,262)(42)
Repurchases of ordinary shares
(24,751)(14,434)
Cash dividends paid to ordinary shareholders
(77,107)(65,560)
          Distributions to noncontrolling interest(997)— 
          Contributions from noncontrolling interest 2,258 
Stock option and other equity transactions, net
7,829 20,621 
Net cash provided by (used in) financing activities579,703 (199,319)
Effect of exchange rate changes on cash and cash equivalents(5,171)8,556 
Increase (decrease) in cash and cash equivalents162,963 (7,553)
Cash and cash equivalents at beginning of period220,531 319,581 
Cash and cash equivalents at end of period$383,494 $312,028 
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.
Six Months Ended September 30,
20212020
(Unaudited)(Unaudited)
(Recast)*
Calculation of Free Cash Flow:
Cash flows from operating activities
$268,766 $296,073 
Purchases of property, plant, equipment, and intangibles, net
(133,369)(110,746)
Proceeds from the sale of property, plant, equipment, and intangibles
387 275 
Free Cash Flow$135,784 $185,602 







*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.


STERIS plc
Consolidated Condensed Statements of Cash Flows (Continued)
(in thousands)
 Twelve Months Ended
March 31,
Calculation of free cash flow for outlook:2022
(Outlook)**
Cash flows from operating activities$720,000
Purchases of property, plant, equipment, and intangibles, net(320,000)
Free Cash Flow$400,000
** All amounts are estimates.
*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.


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 September 30, (unaudited)
As reported, GAAPImpact of AcquisitionsImpact of DivestituresImpact of Foreign Currency MovementsGAAP GrowthOrganic GrowthConstant Currency Organic Growth
20212020202120202021202120212021
Segment revenues:
Healthcare $744,134 $470,927 $220,798 $— $3,804 58.0 %11.1 %10.3 %
Applied Sterilization Technologies204,892 169,547 1,766 — 1,713 20.8 %19.8 %18.8 %
Life Sciences132,327 115,658 7,877 — 866 14.4 %7.6 %6.9 %
Dental115,632 — 115,632 — — — %— %— %
Total$1,196,985 $756,132 $346,073 $— $6,383 58.3 %12.5 %11.7 %
Six months ended September 30, (unaudited)
As reported, GAAPImpact of AcquisitionsImpact of DivestituresImpact of Foreign Currency MovementsGAAP GrowthOrganic GrowthConstant Currency Organic Growth
20212020202120202021202120212021
Segment revenues:
Healthcare $1,346,951 $870,585 $316,598 $— $11,461 54.7 %18.4 %17.0 %
Applied Sterilization Technologies413,794 321,909 9,702 — 8,988 28.5 %25.5 %22.7 %
Life Sciences253,798 232,570 10,250 — 4,037 9.1 %4.7 %3.0 %
Dental150,864 — 150,864 — — — %— %— %
Total$2,165,407 $1,425,064 $487,414 $ $24,486 52.0 %17.7 %16.0 %




















*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.



STERIS plc
Non-GAAP Financial Measures (Continued)
(in thousands, except per share data)

Three months ended September 30, (unaudited) (recast)*
Gross ProfitIncome from OperationsNet Income attributable to shareholdersDiluted EPS
20212020202120202021202020212020
GAAP$480,344 $330,037 $116,503 $141,263 $69,811 $105,858 $0.69 $1.23 
Adjustments:
Amortization of acquired intangible assets 2,268 5,008 74,791 21,955 
Acquisition and integration related charges 4,811 101 17,404 1,135 
Redomiciliation and tax restructuring costs — 159 384 
Net (gain) on divestiture of businesses — (15)(5)
Amortization of inventory and property "step up" to fair value 65,555 707 69,486 714 
COVID-19 incremental costs 4,132  4,539 
Restructuring charges  — 210 (76)
Consideration received for pre-acquisitition arrangement (819)
Fair value adjustment related to convertible debt, premium liability4,883 — 
Net impact of adjustments after tax*125,620 22,305 
Net EPS impact1.30 0.25 
Adjusted$552,978 $339,985 $278,538 $169,909 $200,314 $127,344 $1.99 $1.48 
* The tax expense includes both the current and deferred income tax impact of the adjustments.


Six months ended September 30, (unaudited) (recast)*
Gross ProfitIncome from OperationsNet Income attributable to shareholdersDiluted EPS
20212020202120202021202020212020
GAAP$906,626 $617,421 $130,827 $257,079 $48,004 $195,455 $0.50 $2.28 
Adjustments:
Amortization of acquired intangible assets 5,476 5,349 116,531 39,455 
Acquisition and integration related charges 5,419 193 158,400 2,421 
Redomiciliation and tax restructuring costs — 110 554 
Net loss on divestiture of businesses  — 404 
Amortization of inventory and property "step up" to fair value 86,408 1,310 94,276 1,317 
COVID-19 incremental costs 12,468  13,209 
Restructuring charges  — 224 90 
Consideration received for pre-acquisitition arrangement (819)
Fair value adjustment related to convertible debt, premium liability27,806 — 
Net impact of adjustments after tax*284,425 45,958 
Net EPS impact3.26 0.53 
Adjusted$1,003,929 $636,741 $500,772 $314,130 $360,235 $240,594 $3.76 $2.81 
* The tax expense includes both the current and deferred income tax impact of the adjustments.










*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.



STERIS plc
Non-GAAP Financial Measures (Continued)
(in thousands, except per share data)

FY 2022 OutlookTwelve Months
Ended March 31, 2022
(Outlook)***
Net income per diluted share$3.24 - $3.49
Amortization of acquired intangible assets1.81
Acquisition and integration related charges1.67
Amortization of inventory and property "step up" to fair value0.66
Fair value adjustment related to convertible debt, premium liability0.22
Adjusted net income per diluted share$7.60 - $7.85
*** All amounts are estimates.


*Certain amounts have been recast to reflect the change in inventory accounting method, as described in our Annual Report on Form 10-K filed with the SEC on May 28, 2021.


STERIS plc
Unaudited Supplemental Financial Data
Second Quarter Fiscal 2022
For the Periods Ending September 30, 2021 and 2020
FY 2022FY 2021FY 2022FY 2021
Total Company RevenuesQ2Q2YTDYTD
(recast)*(recast)*
Consumables$447,799 $178,590 $746,686 $321,186 
Service511,747 416,628 990,890 784,452 
Total Recurring
$959,546 $595,218 $1,737,576 $1,105,638 
Capital Equipment$237,439 $160,914 $427,831 $319,426 
Total Revenues$1,196,985 $756,132 $2,165,407 $1,425,064 
Ireland Revenues$20,046 $17,090 $41,991 $31,463 
Ireland Revenues as a % of Total2 %%2 %%
United States Revenues$852,497 $549,449 $1,531,747 $1,041,157 
United States Revenues as a % of Total71 %73 %71 %73 %
International Revenues$324,442 $189,593 $591,669 $352,444 
International Revenues as a % of Total27 %25 %27 %25 %
Segment DataFY 2022FY 2021FY 2022FY 2021
Q2Q2YTDYTD
Healthcare(recast)*(recast)*
Revenues
Consumables
$270,089 $122,797 $476,781 $206,551 
Service
271,640 216,457 516,875 404,279 
Total Recurring
$541,729 $339,254 $993,656 $610,830 
Capital Equipment
202,405 131,673 353,295 259,755 
Total Healthcare Revenues$744,134 $470,927 $1,346,951 $870,585 
Segment Operating Income
$160,390 $104,796 $296,550 $188,968 
Applied Sterilization Technologies
Applied Sterilization Technologies Revenues
$204,892 $169,547 $413,794 $321,909 
Segment Operating Income$99,789 $76,835 $201,716 $140,790 
Life Sciences
Revenues
Consumables
$61,748 $55,793 $118,284 $114,635 
Service
36,393 30,624 68,583 58,264 
Total Recurring
$98,141 $86,417 $186,867 $172,899 
Capital Equipment
34,186 29,241 66,931 59,671 
Total Life Sciences Revenues
$132,327 $115,658 $253,798 $232,570 
Segment Operating Income
$57,519 $46,433 $106,607 $94,894 
Total Dental Revenues$115,632 $— $150,864 $— 
Segment Operating Income$32,392 $— $42,511 $— 
Corporate
Operating loss$(71,552)$(58,155)$(146,612)$(110,522)
Other DataFY 2022FY 2021FY 2022FY 2021
Q2Q2YTDYTD
(recast)*(recast)*
Healthcare Backlog **$311,240 $178,027 
Life Sciences Backlog **98,263 74,824 
Total Backlog **$409.503 $252,851 
GAAP Income Tax Rate22.3 %20.8 %21.3 %19.3 %
Adjusted Income Tax Rate22.0 %21.1 %21.5 %19.4 %
** Backlog totals exclude Cantel Medical Corp.
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 our Annual Report on Form 10-K filed with the SEC on May 28, 2021.

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